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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE
13D
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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 persons 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 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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4
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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5
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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6
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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7
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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8
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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9
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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10
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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11
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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12
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
ý |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ý |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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13
Item 1. |
Security and Issuer |
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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. |
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Item 2. |
Identity and Background |
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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
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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. GEPTs 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 GEPTs 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. |
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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. |
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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. |
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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 Issuers securities, subsequent developments affecting the Issuer, the Issuers 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 Issuers securities, subsequent developments affecting the Issuer, the Issuers 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 Issuers securities, subsequent developments affecting the Issuer, the Issuers 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). |
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Item 5. |
Interest in Securities of the Issuer |
(a) and (b) |
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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 Issuers 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.
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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 |
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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 Holders 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. GEPTs 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 Issuers 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 Issuers 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 Issuers EBITDA in any year exceeds managements 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 Issuers EBITDA did not exceed managements 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. |
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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.
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Item 7. |
Material to Be Filed as Exhibits |
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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 Issuers 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 Issuers 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 Issuers 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 Issuers 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 Issuers Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by this reference) |
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Exhibit 6 Amended and Restated Management Services Agreement, dated as of November 18, 1996, by and among the Issuer, the Issuers subsidiaries, and Aurora Capital Partners L.P. (previously filed as Exhibit 10.4 to Amendment No. 4 to the Issuers 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 Issuers Schedule 13D filed September 20, 1999, and incorporated herein by this reference) |
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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. |
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By: |
Aurora Capital Partners L.P., |
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its general partner |
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By: |
Aurora Advisors, Inc., |
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its general partner |
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By: |
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/s/ Richard K. Roeder |
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December 8, 2004 |
Richard K. Roeder, Vice President |
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AURORA
OVERSEAS EQUITY |
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By: |
Aurora Overseas Capital Partners L.P., |
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its general partner |
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By: |
Aurora Overseas Advisors, Ltd., |
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its general partner |
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By: |
/s/ Richard K. Roeder |
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December 8, 2004 |
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Richard K. Roeder, Director |
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AURORA CAPITAL PARTNERS L.P. |
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By: |
Aurora Advisors, Inc., |
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its general partner |
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December 8, 2004 |
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By: |
/s/ Richard K. Roeder |
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Richard K. Roeder, Vice President |
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AURORA
OVERSEAS CAPITAL |
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By: |
Aurora Overseas Advisors, Ltd., |
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its general partner |
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By: |
/s/ Richard K. Roeder |
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December 8, 2004 |
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Richard K. Roeder, Director |
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AURORA ADVISORS, INC. |
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December 8, 2004 |
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By: |
/s/ Richard K. Roeder |
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Richard K. Roeder, Vice President |
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AURORA OVERSEAS ADVISORS, LTD. |
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By: |
/s/ Richard K. Roeder |
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December 8, 2004 |
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Richard K. Roeder, Director |
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/s/ Richard R. Crowell |
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December 8, 2004 |
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RICHARD R. CROWELL |
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/s/ Richard K. Roeder |
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December 8, 2004 |
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RICHARD K. ROEDER |
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/s/ Gerald L. Parsky |
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December 8, 2004 |
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GERALD L. PARSKY |
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GENERAL ELECTRIC PENSION TRUST |
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By: |
GE Asset Management Incorporated, |
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its Investment Manager |
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By: |
/s/ Michael M. Pastore |
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December 8, 2004 |
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Michael M. Pastore, Vice President |
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GE ASSET MANAGEMENT INCORPORATED |
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By: |
/s/ Michael M. Pastore |
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December 8, 2004 |
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Michael M. Pastore, Vice President |
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GENERAL ELECTRIC COMPANY |
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/s/ John H. Myers |
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December 8, 2004 |
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John H. Myers, Vice President |
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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 |
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POSITION(S) |
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Gerald L. Parsky |
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Chairman of the Board and managing director of AAI |
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Richard K. Roeder |
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Vice President and Assistant Secretary and managing director of AAI |
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Richard R. Crowell |
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President and Secretary and managing director of AAI |
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Frederick J. Elsea, III |
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Chief Financial Officer and Chief Financial Officer of AAI |
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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 |
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Present Principal Occupation |
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John H. Myers |
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President and Chief Executive Officer |
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David B. Carlson |
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Executive Vice President Domestic Equity Investments |
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Michael J. Cosgrove |
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Executive Vice President Sales and Marketing |
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Kathryn D. Karlic |
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Executive Vice President Fixed Income |
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Ralph R. Layman |
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Executive Vice President International Equity Investments |
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Alan M. Lewis |
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Executive Vice President General Counsel and Secretary |
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Robert A. MacDougall |
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Executive Vice President Fixed Income |
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Donald W. Torey |
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Executive Vice President Real Estate and Private Equities |
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John J. Walker |
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Executive Vice President Chief Financial Officer |
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Anthony J. Sirabella |
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Senior Vice President Chief Information Officer |
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Pamela K. Halligan |
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Vice President Human Resources |
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William F. Ruoff, III |
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Vice President Quality |
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Greg O. Bouleris |
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Senior Vice President Fixed Income |
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Stephen N. DeVos |
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Senior Vice President Fixed Income |
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Thomas M. Powers |
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Senior Vice President Fixed Income |
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Paul M. Colonna |
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Senior Vice President Fixed Income |
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William M. Healey |
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Senior Vice President Fixed Income |
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Mark R. Delaney |
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Senior Vice President Fixed Income |
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Gregory B. Hartch |
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Senior Vice President Fixed Income |
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Gregory W. Fletcher |
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Vice President Fixed Income Finance |
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Kathleen S. Brooks |
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Vice President Fixed Income |
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Vita-Marie Pike |
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Vice President Fixed Income |
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Eric H. Gould |
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Vice President Fixed Income |
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Craig M. Enright |
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Vice President Fixed Income |
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Brad G. Postema |
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Vice President Fixed Income |
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Alfredo Chang |
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Vice President Fixed Income |
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Frederick W. Jackson |
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Vice President Fixed Income |
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Mark H. Johnson |
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Vice President Fixed Income |
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Don J. Duncan |
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Vice President Money Market Investments |
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Michael J. Caufield |
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Senior Vice President Fixed Income |
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Craig M. Varrelman |
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Vice President Fixed Income |
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Susan M. Courtney |
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Vice President Fixed Income |
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Stella V. Lou DeLucia |
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Vice President Fixed Income |
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Brian Hopkinson |
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Senior Vice President International Equity Portfolios |
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Daizo Motoyoshi |
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Senior Vice President International Equity Portfolios |
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Jonathan L. Passmore |
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Senior Vice President International Equity Portfolios |
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Michael J. Solecki |
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Senior Vice President International Equity Portfolios |
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Judith A. Studer |
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Senior Vice President International Equity Portfolios |
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T. Brent Jones |
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Vice President International Equity Portfolios |
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Ping Zhou |
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Vice President International Equity Portfolios |
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Robert A. Jasminiski |
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Vice President International Equity Portfolios |
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Paul Nestro |
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Vice President International Equity Portfolios |
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Makoto F. Sumino |
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Vice President International Equity Portfolios |
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Philip A. Riordan |
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Senior Vice President Real Estate |
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Thomas D. Mockler |
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Vice President Fixed Income |
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B. Bradford Barrett |
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Vice President Real Estate |
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Robert P. Gigliotti |
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Vice President Real Estate |
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Gerald Karr |
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Vice President Real Estate |
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James M. Mara |
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Senior Vice President International Private Equities |
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Andreas T. Hildebrand |
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Vice President Private Equities |
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Patrick J. McNeela |
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Vice President Private Equities |
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James Mitchell, Jr. |
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Vice President Private Equities |
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Paolo G. M. Simonato |
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Vice President International Private Equities |
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David W. Wiederecht |
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Vice President Private Equities |
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Christopher D. Brown |
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Senior Vice President Equity Portfolios |
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Damian J. Maroun |
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Senior Vice President Equity Trading |
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Paul C. Reinhardt |
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Senior Vice President Equity Portfolios |
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Nancy A. Ward |
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Senior Vice President Equity Portfolios |
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Ralph E. Whitman |
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Senior Vice President Equity Investments |
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Christopher W. Smith |
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Senior Vice President Equity Portfolios |
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Richard L. Sanderson |
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Senior Vice President Equity Research |
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Diane M. Wehner |
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Senior Vice President Equity Portfolios |
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George A. Bicher |
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Vice President Equity Investments |
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Clemence C. Garcia |
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Vice President Equity Investments |
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Gerald L. Igou |
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Vice President Equity Investments |
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Michael Isakov |
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Vice President Equity Investments |
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Sandra J. OKeefe |
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Vice President Equity Investments |
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John H. Schaetzl |
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Vice President Equity Investments |
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Christopher J. Sierakowski |
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Vice President Equity Investments |
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Charles F. Stuart |
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Vice President Equity Investments |
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Steven M. Fierstein |
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Vice President Equity Investments |
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Thomas R. Lincoln |
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Vice President Equity Investments |
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Anthony J. Mariani |
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Vice President Equity Investments |
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Walter P. Ruane |
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Vice President Equity Investments |
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Ravi K. Pamnani |
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Vice President Equity Investments |
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John T. Boyce |
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Senior Vice President Institutional Investments |
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Joseph M. Connors |
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Senior Vice President Operations |
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Barbara Regan |
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Senior Vice President- Marketing |
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Michelle Fang |
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Vice President Product Management |
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Mary R. Stone |
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Vice President Trade Operations |
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Gareth J. Davies |
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Vice President Risk Management |
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Tiffany Hanisch |
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Vice President Financial Planning & Analysis |
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Lowell E. Haims |
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Vice President Controller |
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John F. Robbins |
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Vice President Compliance |
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Jane E. Hackney |
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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 |
|
PRESENT |
|
|
|
|
|
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 |
|
PRESENT |
|
|
|
|
|
|
|
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