UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Arch Capital Group Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G0450A105
(CUSIP Number)
Jack W. Campo, Jr., Esq., General Electric Capital Corporation, 260 Long Ridge Road,
Stamford, Connecticut 06927
Michael M. Pastore, GE Asset Management Incorporated,
3001 Summer Street, Stamford, Connecticut 06905
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 29, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
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.
The information required on this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. G0450A105 | Page 2 of 24 Pages |
| 1 | NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance Private Equity Investors, L.L.C. I.R.S. # |
|||
| 2 | CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS*
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
2,181,313 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,181,313 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,313 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.03% |
|||
| 14 | TYPE OF REPORTING PERSON*
OO |
SCHEDULE 13D
| CUSIP No. G0450A105 | Page 3 of 24 Pages |
| 1 | NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Pension Trust I.R.S. #14-6015763 |
|||
| 2 | CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS*
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
2,181,313 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,181,313 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,313 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.03% |
|||
| 14 | TYPE OF REPORTING PERSON*
EP |
SCHEDULE 13D
| CUSIP No. G0450A105 | Page 4 of 24 Pages |
| 1 | NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE Asset Management Incorporated as Manager of Insurance Private Equity Investors, L.L.C. and as Investment Manager of GEPT (as defined below) I.R.S. #06-1238874 |
|||
| 2 | CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS*
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
2,181,313 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
2,181,313 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,313 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.03% |
|||
| 14 | TYPE OF REPORTING PERSON*
IA, CO |
SCHEDULE 13D
| CUSIP No. G0450A105 | Page 5 of 24 Pages |
| 1 | NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Company I.R.S. #14-0689340 |
|||
| 2 | CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS*
Not Applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Disclaimed (see 11 above)
|
x
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above) |
|||
| 14 | TYPE OF REPORTING PERSON*
CO |
SCHEDULE 13D
| CUSIP No. G0450A105 | Page 6 of 24 Pages |
| 1 | NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orbital Holdings, Ltd. I.R.S. # |
|||
| 2 | CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS*
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
0 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above) |
|||
| 14 | TYPE OF REPORTING PERSON*
CO |
SCHEDULE 13D
| CUSIP No. G0450A105 | Page 7 of 24 Pages |
| 1 | NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE Capital Equity Investments, Ltd. I.R.S. # |
|||
| 2 | CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS*
OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
0 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above) |
|||
| 14 | TYPE OF REPORTING PERSON*
CO |
SCHEDULE 13D
| CUSIP No. G0450A105 | Page 8 of 24 Pages |
| 1 | NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Capital Corporation I.R.S. #13-1500700 |
|||
| 2 | CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS*
WC |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
0 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above) |
|||
| 14 | TYPE OF REPORTING PERSON*
CO |
SCHEDULE 13D
| CUSIP No. G0450A105 | Page 9 of 24 Pages |
| 1 | NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Electric Capital Services, Inc. I.R.S. #06-1109503 |
|||
| 2 | CHECK THE APPROPRIATE BOX OF A MEMBER OF A GROUP* (a) (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS*
Not applicable |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
Disclaimed (see 11 below) 8 SHARED VOTING POWER
0 9 SOLE DISPOSITIVE POWER
Disclaimed (see 11 below) 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by General Electric Capital Services, Inc. |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Disclaimed (see 11 above)
|
x
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above) |
|||
| 14 | TYPE OF REPORTING PERSON*
CO |
Reference is made to the Statement on Schedule 13D filed on November 30, 2001 as amended by Amendment No. 1 thereto filed October 4, 2002, Amendment No. 2 thereto filed February 25, 2003, Amendment No. 3 thereto filed April 5, 2004 and Amendment No. 4 thereto filed July 30, 2004 (as so amended, the “Schedule 13D”) on behalf of General Electric Company, a New York corporation (“GE”), GE Asset Management Incorporated, a Delaware corporation and a wholly owned subsidiary of GE (“GEAM”), General Electric Pension Trust, a New York common law trust (“GEPT”), Insurance Private Equity Investors, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of GEPT (“Insurance”), General Electric Capital Services, Inc., a Delaware corporation and directly or indirectly 100% owned by GE (“GECS”), General Electric Capital Corporation, a Delaware corporation and a subsidiary of GECS (“GECC”), GE Capital Equity Investments, Ltd., a Cayman Islands corporation and a wholly owned subsidiary of GECC (“GECEI”), and Orbital Holdings, Ltd., a Cayman Islands corporation and a wholly owned subsidiary of GECEI (“Orbital”). GE, GEAM, GEPT, Insurance, GECS, GECC, GECEI and Orbital are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.” Insurance, GEPT, GEAM, Orbital, GECEI, GECC and GECS each expressly disclaim that they are members of a “group.” GECS disclaims beneficial ownership of all shares held by GECC and its subsidiaries. GE disclaims beneficial ownership of all shares and expressly disclaims that it is a member of a “group.” All capitalized terms used without definition in this Amendment No. 5 to Schedule 13D shall have the meanings set forth in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof:
“(a) Each of Insurance, GEPT and GEAM beneficially owns 2,181,313 Common Shares, representing 6.03%1 of the Common Shares. Each of Orbital, GECEI and GECC beneficially owns 0 Common Shares. Insurance, GEPT, GEAM, Orbital, GECEI, GECC, GE and GECS each expressly disclaim that they are members of a “group” as such term is used in Section 13(d)(3) of the Exchange Act.
(b) Insurance, GEAM and GEPT share the power to vote or direct the vote and power to dispose or direct the disposition of, 2,181,313 Common Shares, subject to the restrictions on voting described in Item 6 below. Orbital, GECEI and GECC share the power to vote or direct the vote and power to dispose or direct the disposition of 0 Common Shares. Both GE and GECS disclaim any voting or dispositive power over the shares beneficially owned by GEPT, GEAM or Insurance.
| 1 | This percentage is based on 36,169,919 Common Shares outstanding, calculated by combining the 33,552,344 Common Shares outstanding as of July 2, 2004 as set forth in the Issuer's Form S-3, Registration Statement under the Securities Act of 1933, dated such date (the “Registration Statement”), with 580,560 Common Shares that Insurance received upon its conversion of Preference Shares with 436,262 Common Shares Orbital received upon its conversion of all of its Preference Shares with 1,600,753 Common Shares that Insurance will receive on conversion of its remaining Preference Shares. |
10 of 24
To the best knowledge of the Reporting Persons, no person other than the Insurance, GEAM and GEPT has the power to vote or to direct the vote or to dispose or direct the disposition of any of the securities which they may be deemed to beneficially own.
(c) Between July 20 and August 23, 2004, Orbital sold 219,862 Common Shares on the open market as set forth below:
| Date of Disposition |
Price at which Common Shares Sold |
Common Shares Sold by Orbital | |||
| July 20, 2004 |
$ | 38.70 | 400 | ||
| August 2, 2004 |
$ | 38.50 | 5,800 | ||
| August 3, 2004 |
$ | 38.4746 | 16,000 | ||
| August 4, 2004 |
$ | 38.5044 | 17,900 | ||
| August 5, 2004 |
$ | 38.1412 | 20,000 | ||
| August 6, 2004 |
$ | 38.025 | 20,000 | ||
| August 10, 2004 |
$ | 38.0002 | 50,100 | ||
| August 12, 2004 |
$ | 38.00 | 16,403 | ||
| August 17, 2004 |
$ | 37.70 | 1,043 | ||
| August 18, 2004 |
$ | 37.4504 | 30,000 | ||
| August 19, 2004 |
$ | 37.6999 | 17,308 | ||
| August 20, 2004 |
$ | 37.70 | 13,259 | ||
| August 23, 2004 |
$ | 37.6053 | 11,649 | ||
| Total Amount of Common Shares Sold: |
219,862 | ||||
(d) No other person except for the Reporting Persons are known to have the rights to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons and covered by this Statement.
(e) Not Applicable.”
| Item 7. | Materials to Be Filed as Exhibits |
Exhibits I-VIII to the Schedule 13D are hereby incorporated by reference.
Schedules II, III and IV.
Schedules II, III and IV to the Schedule 13D are hereby amended and restated in their entirety as set forth in the revised versions thereof attached hereto.
11 of 24
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 29, 2004
| INSURANCE PRIVATE EQUITY INVESTORS, L.L.C. | ||||
| By: GE Asset Management Incorporated, its Manager | ||||
| By: |
/s/ Michael M. Pastore | |||
| Name: |
Michael M. Pastore | |||
| Title: |
Vice President | |||
| GENERAL ELECTRIC PENSION TRUST | ||||
| By: GE Asset Management Incorporated, its Investment Manager | ||||
| By: |
/s/ Michael M. Pastore | |||
| Name: |
Michael M. Pastore | |||
| Title: |
Vice President | |||
| GE ASSET MANAGEMENT INCORPORATED | ||||
| By: |
/s/ Michael M. Pastore | |||
| Name: |
Michael M. Pastore | |||
| Title: |
Vice President | |||
| GENERAL ELECTRIC COMPANY | ||||
| By: |
/s/ John H. Myers | |||
| Name: |
John H. Myers | |||
| Title: |
Vice President | |||
12 of 24
| ORBITAL HOLDINGS, LTD. | ||||
| By: |
/s/ Ronald Herman | |||
| Name: |
Ronald Herman | |||
| Title: |
Vice President | |||
| GE CAPITAL EQUITY INVESTMENTS, LTD. | ||||
| By: |
/s/ Ronald Herman | |||
| Name: |
Ronald Herman | |||
| Title: |
President | |||
| GENERAL ELECTRIC CAPITAL CORPORATION | ||||
| By: |
/s/ Ronald Herman | |||
| Name: |
Ronald Herman | |||
| Title: |
Vice President | |||
| GENERAL ELECTRIC CAPITAL SERVICES, INC. | ||||
| By: |
/s/ Ronald Herman | |||
| Name: |
Ronald Herman | |||
| Title: |
Attorney-in-Fact | |||
13 of 24
Schedule II
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.
| Trustees |
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 of All Trustees
U.S.A.
14 of 24
Schedule III
Insurance Private Equity Investors, L.L.C.
The Manager of Insurance Private Equity Investors, L.L.C. is GE Asset Management Incorporated (a Delaware corporation). Its principal place of business is 3001 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.
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.
| 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 | |
| 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.
15 of 24
| 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 | |
| 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 | |
16 of 24
| 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 | |
| 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 | |
17 of 24
| 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 Portfolios | |
| 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 | |
| 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 | |
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| Jeanne M. La Porta |
Vice President – Assoc. Gen. Counsel & Asst. Secretary | |
| Michael M. Pastore |
Vice President – Assoc. Gen. Counsel Private Equities & Real Estate & Asst. Secretary | |
| 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.
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Schedule IV
General Electric Company
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. | |||
| 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 | |||
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| 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, Johnson & Johnson | |||
| Suite 200 | ||||
| New Brunswick, NJ 08901 | ||||
| R.B. Lazarus |
Ogilvy & Mather Worldwide | Chairman and Chief | ||
| 309 West 49th Street | Executive Officer, Ogilvy & Mather Worldwide | |||
| 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 207 Sage Hall Ithaca, NY 14853-6201 |
and Professor of Accounting, S.C. Johnson Graduate School, Cornell University | |||
| D.A. Warner III |
J. P. Morgan Chase & Co., | Former Chairman of the Board, J.P. Morgan Chase | ||
| The Chase Manhattan Bank and | & Co., The Chase Manhattan Bank and Morgan | |||
| Morgan Guaranty Trust Co. of New York | 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 Electric | |||
| New York, NY 10112 | Company; Chairman and Chief | |||
| Executive Officer, NBC | ||||
| Universal, Inc. | ||||
Citizenship
| Sir William Castell |
United Kingdom | |||
| C. X. Gonzalez |
Mexico | |||
| Andrea Jung |
Canada | |||
| All Others |
U.S.A. |
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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 | ||||
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| 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 | ||||
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| 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. |
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