UNITED STATES |
SECURITIES
AND EXCHANGE |
Washington, D.C. 20549
|
SCHEDULE 13D |
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)
March 23, 2005
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 008318107 |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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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)
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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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)
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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
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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(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)
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6. |
Citizenship or Place of Organization |
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Number of |
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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)
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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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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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(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)
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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)
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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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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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(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)
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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)
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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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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) |
ý |
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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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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) |
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
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) |
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
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) |
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
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) |
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
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) |
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
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) |
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
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) |
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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|||||
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
ý |
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|||||
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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
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: |
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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). |
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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"). |
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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. |
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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). |
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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. |
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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. |
13
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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. |
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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. |
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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. |
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10) Trustees of General Electric Pension Trust ("GEPT"), a New York common law trust which principal business is as a pension trust organized for the benefit of certain employees of General Electric Company located at its principal business and office address c/o GE Asset Management Incorporated, 3001 Summer Street, Stamford, CT 06905, Attn: Michael Pastore, Esq. With limited exceptions, GEPT previously irrevocably agreed to vote all shares held by it in such manner as the Aurora Partnerships shall determine, to such extent as its fiduciary duties under the Employee Retirement Income Security Act of 1974 shall allow. This provision terminated on July 31, 2004. GEPT's investment manager is GEAM (defined below). See Schedule B attached hereto and incorporated by reference herein for information with respect to the identity and principal occupation of each trustee of GEPT. |
|
11) GE Asset Management Incorporated ("GEAM"), is a Delaware corporation and a wholly owned subsidiary of General Electric Company which principal business is a registered investment advisor located at its principal business and office address of 3001 Summer Street, Stamford, CT 06905, Attn: Michael Pastore, Esq. GEAM acts as investment manager to GEPT and thus shares in GEPT's voting and dispositive power. See Schedule B attached hereto and incorporated by reference herein for information with respect to the identity and principal occupation of each executive officer and director of GEAM. |
|
12) General Electric Company ("GE"), is a New York corporation which principal business is a diversified manufacturing and financial corporation located at its principal business and office address of 3135 Easton Turnpike, Fairfield, CT 06431. GEAM is a wholly owned subsidiary of GE and GE reports whenever GEAM reports, although it disclaims beneficial ownership of any and all shares held by GEPT. GEPT, GEAM and GE are hereinafter referred to as the "GE Entities." See Schedule B attached hereto and incorporated by reference herein for information with respect to the identity and principal occupation of each executive officer and director of GE. |
14
|
Each of the above individuals and entities enumerated in items 1-12 are collectively referred to herein as the "Reporting Persons." Each Reporting Person disclaims responsibility for the completeness and accuracy of the information contained in this Schedule 13D concerning the other Reporting Persons. |
|
During the last five years, neither any Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Schedules A or B has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
|
All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedules A and B are United States citizens, except that Claudio X. Gonzalez, Director of GE, is a citizen of Mexico, Andrea Jung, Director of GE, is a citizen of Canada, Yoshiaki Fujimori, officer of GE, is a citizen of Japan, Ferdinando Beccalli, officer of GE, is a citizen of Italy, Sir William Castell, officer and Director of GE, is a citizen of the United Kingdom and Shane Fitzsimons, officer of GE, is a citizen of Ireland. |
|
|
Item 3. |
Source and Amount of Funds or Other Consideration |
|
None of the Reporting Persons is making any purchase or other acquisition of the Common Stock at this time. None of the Reporting Persons has purchased or otherwise acquired any Common Stock not previously reported. |
|
|
Item 4. |
Purpose of Transaction |
|
The Reporting Persons may decide to increase or decrease their investment in the Issuer by acquiring or disposing of shares of Common Stock depending upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. |
|
AEP, AOEP, GEPT and Mr. Parsky sold 4,252,409, 678,884, 1,306,095 and 12,612 shares, respectively, in an underwritten public offering on March 23, 2005, each at $14.15 per share. Additionally, AEP, AOEP and Mr. Parsky sold 804,895, 128,499 and 2,388 shares, respectively, in an underwritten public offering on March 28, 2005, each at $14.15 per share. |
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Other than as described above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to develop such plans). |
|
|
Item 5. |
Interest in Securities of the Issuer |
|
(a) and (b) |
|
As of March 23, 2005, GEPT and GEAM beneficially own 0 shares of Common Stock, representing approximately 0% of the total outstanding shares of Common Stock. GEPT and GEAM have shared voting and dispositive power with respect to 0 shares of Common Stock. GE disclaims beneficial ownership of any and all shares held by GEPT. |
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As of March 28, 2005, AEP, ACP and AAI beneficially own 0 shares of Common Stock, representing approximately 0% of the total outstanding shares of Common Stock. AEP, ACP and AAI have sole voting and dispositive power with respect to 0 shares of Common Stock |
|
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15
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and do not have shared voting power or dispositive power with respect to any shares of Common Stock. |
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As of the same date, AOEP, AOCP and AOAL beneficially own 0 shares of Common Stock, representing approximately 0% of the total outstanding shares of Common Stock. AOEP, AOCP and AOAL have sole voting and dispositive power with respect to 0 shares of Common Stock and do not have shared voting power or dispositive power with respect to any shares of Common Stock. |
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As of the same date, Messrs. Crowell, Parsky and Roeder beneficially own 0, 0 and 0 shares of Common Stock, representing 0%, 0% and 0% 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 0 shares of Common Stock, and sole voting power and sole dispositive power with respect to 0, 0 and 0 shares of Common Stock, respectively. |
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As of the same date, Mr. Frederick J. Elsea, III, Chief Financial Officer of AAI and ACP, beneficially own 0 shares of Common Stock, representing 0% of the total outstanding shares of Common Stock. Mr. Elsea has sole voting power and sole dispositive power with respect to the 0 shares of Common Stock. |
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(c) No transactions were made by any other Reporting Person with respect to the Common Stock in the last 60 days, other than as described in Item 4 above. |
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(d) The right to receive distributions and proceeds from the sale of the 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. |
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(e) Not applicable. |
|
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
|
Underwriting Agreement. AEP, AOEP, GEPT and Mr. Parsky are parties to that certain Underwriting Agreement, dated March 17, 2005, by and among the Issuer, Citigroup Global Markets Inc. and Robert W. Baird & Co. Incorporated, pursuant to which the shares described in this Schedule 13D were sold in an underwritten public offering on March 23, 2005 and March 28, 2005, as applicable. |
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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 indemnification provisions contained in the Stockholders Agreement are applicable to the underwritten public offering on March 23, 2005 and March 28, 2005. As a result of the sale by AEP, AOEP, GEPT and Mr. Parsky of 5,057,304, 807,383, 1,306,095 and 15,000 shares, respectively, in an underwritten public offering on March 23, 2005 and March 28, 2005, as applicable, the Stockholders Agreement has terminated. |
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In connection with a December 1996 private placement to GEPT, the Issuer granted a "demand" registration right to GEPT. 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. As a result of the sale by GEPT of 1,306,095 shares in an underwritten public offering on March 23, 2005, such registration rights have terminated. |
16
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Management Services Agreement. The Issuer also pays to ACP a base annual management fee, currently set at approximately $220,000, for advisory and consulting services pursuant to a written management services agreement (the "Management Services Agreement"), which was assigned by ACP to Aurora Management Partners LLC, a Delaware limited liability company, effective May 1, 1998. If the Aurora Partnerships' collective beneficial ownership of Common Stock declines below 20%, the Management Services Agreement will terminate. As a result of the sale by AEP, AOEP, and Mr. Parsky of 5,057,304, 807,383, and 15,000 shares, respectively, in an underwritten public offering on March 23, 2005 and March 28, 2005, as applicable, the Management Services Agreement has terminated. |
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Item 7. |
Material to Be Filed as Exhibits |
|
Exhibit 1 |
Stockholders Agreement, dated as of August 2, 1994, among Aftermarket Technology Holdings Corp. (the predecessor-in-interest to the Issuer), and certain of its stockholders, optionholders and warrant holders (the Stockholders Agreement) (previously filed as Exhibit 10.1 to the Issuer's Registration Statement on Form S-4 filed on November 30, 1994, Commission File No. 33-86838, and incorporated herein by this reference) |
|
Exhibit 2 |
Amendment No. 1 to the Stockholders Agreement, dated as of June 24, 1996 (previously filed as Exhibit 10.38 to Amendment No. 2 to the Issuer's Registration Statement on Form S-1 filed on November 6, 1996, Commission File No. 333-5597, and incorporated herein by this reference) |
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Exhibit 3 |
Amendment No. 2 to the Stockholders Agreement, dated as of October 24, 1996 (previously filed as Exhibit 10.39 to Amendment No. 2 to the Issuer's Registration Statement on Form S-1 filed on November 6, 1996, Commission File No. 333-5597, and incorporated herein by this reference) |
|
Exhibit 4 |
Amendment No. 3 to Stockholders Agreement, dated as of December 4, 1996 (previously filed as Exhibit 10.4 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by this reference) |
|
Exhibit 5 |
Amendment No. 4 to Stockholders Agreement, dated as of December 16, 1996 (previously filed as Exhibit 10.5 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by this reference) |
|
Exhibit 6 |
Amended and Restated Management Services Agreement, dated as of November 18, 1996, by and among the Issuer, the Issuer's subsidiaries, and Aurora Capital Partners L.P. (previously filed as Exhibit 10.4 to Amendment No. 4 to the Issuer's Registration Statement on Form S-1 filed on October 25, 1996, Commission File No. 333-5597, and incorporated herein by this reference) |
|
Exhibit 7 |
Joint Filing Agreement by and among AEP, AOEP, ACP, AOCP, AAI, AOAL, Crowell, Parsky, Roeder, GEPT, GEAM and GE, dated September 20, 1999 (previously filed as Exhibit 7 to Amendment No. 2 to the Issuer's Schedule 13D filed September 20, 1999, and incorporated herein by this reference) |
|
Exhibit 8 |
Underwriting Agreement, dated March 17, 2005, by and among Aftermarket Technology Corp., a Delaware corporation, Citigroup Global Markets Inc., Robert W. Baird & Co. Incorporated and the Selling Stockholders named in Schedule III thereto (previously filed as Exhibit 1 to the Issuer's current report on Form 8-K filed on March 23, 2005, and incorporated herein by this reference) |
17
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.
AURORA EQUITY PARTNERS L.P. |
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By: |
Aurora Capital Partners
L.P., |
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|
|
|
By: |
Aurora Advisors, Inc., |
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|
|
By: |
/s/ Richard K. Roeder |
March 29, 2005 |
|
Richard K. Roeder, Vice President |
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AURORA OVERSEAS EQUITY PARTNERS I, L.P. |
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|
|
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By: |
Aurora Overseas Capital
Partners L.P., |
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|
|
By: |
Aurora Overseas Advisors,
Ltd., |
|
|
|
|
By: |
/s/ Richard K. Roeder |
March 29, 2005 |
|
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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|
|
By: |
/s/ Richard K. Roeder |
March 29, 2005 |
|
Richard K. Roeder, Vice President |
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18
AURORA OVERSEAS CAPITAL PARTNERS L.P. |
|
|
|
|
|
By: |
Aurora Overseas Advisors,
Ltd., |
|
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|
|
By: |
/s/ Richard K. Roeder |
March 29, 2005 |
|
Richard K. Roeder, Director |
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AURORA ADVISORS, INC. |
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By: |
/s/ Richard K. Roeder |
March 29, 2005 |
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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 |
March 29, 2005 |
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Richard K. Roeder, Director |
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/s/ Richard R. Crowell |
March 29, 2005 |
|
RICHARD R. CROWELL |
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/s/ Richard K. Roeder |
March 29, 2005 |
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RICHARD K. ROEDER |
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/s/ Gerald L. Parsky |
March 29, 2005 |
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GERALD L. PARSKY |
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19
GENERAL ELECTRIC PENSION TRUST |
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By: |
GE Asset Management
Incorporated, |
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By: |
/s/ Michael M. Pastore |
March 29, 2005 |
|
Michael M. Pastore, Vice President |
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GE ASSET MANAGEMENT INCORPORATED |
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By: |
/s/ Michael M. Pastore |
March 29, 2005 |
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Michael M. Pastore, Vice President |
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GENERAL ELECTRIC COMPANY |
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By: |
/s/ John H. Myers |
March 28, 2005 |
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John H. Myers, Vice President |
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20
SCHEDULE A
AURORA ADVISORS, INC. EXECUTIVE OFFICERS
The business address of each of the persons listed below is Aurora Capital Group, 10877 Wilshire Blvd., Suite 2100, Los Angeles, California 90024.
OFFICERS |
|
POSITION(S) |
|
|
Chairman of the Board and managing director of AAI |
|
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Vice President and Assistant Secretary and managing director of AAI |
|
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President and Secretary and managing director of AAI |
|
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Chief Financial Officer and Chief Financial Officer of AAI |
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|
21
SCHEDULE B
GE ASSET MANAGEMENT INCORPORATED
The business address of each of the persons listed below is 3001 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.
Executive Officers |
|
Present Principal Occupation |
John H. Myers |
|
President and Chief Executive Officer |
David B. Carlson |
|
Executive Vice President Domestic Equity Investments |
Michael J. Cosgrove |
|
Executive Vice President Sales and Marketing |
Kathryn D. Karlic |
|
Executive Vice President Fixed Income |
Ralph R. Layman |
|
Executive Vice President International Equity Investments |
Alan M. Lewis |
|
Executive Vice President General Counsel and Secretary |
Robert A. MacDougall |
|
Executive Vice President Fixed Income |
Donald W. Torey |
|
Executive Vice President Real Estate and Private Equities |
John J. Walker |
|
Executive Vice President Chief Financial Officer |
Anthony J. Sirabella |
|
Senior Vice President Chief Information Officer |
Pamela K. Halligan |
|
Vice President Human Resources |
William F. Ruoff, III Greg O. Bouleris |
|
Vice President Quality 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 |
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Senior Vice President Fixed Income |
Gregory W. Fletcher |
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Vice President Fixed Income Finance |
Kathleen S. Brooks |
|
Vice President Fixed Income |
Vita-Marie Pike |
|
Vice President Fixed Income |
Eric H. Gould Craig M. Enright |
|
Vice President Fixed Income Vice President Fixed Income |
Brad G. Postema |
|
Vice President Fixed Income |
22
Executive Officers |
|
Present Principal Occupation |
Alfredo Chang |
|
Vice President Fixed Income |
Frederick W. Jackson |
|
Vice PresidentFixed Income |
Mark H. Johnson |
|
Vice PresidentFixed Income |
Don J. Duncan |
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Vice President Money Market Investments |
Michael J. Caufield |
|
Senior Vice President Fixed Income |
Craig M. Varrelman |
|
Vice President Fixed Income |
Susan M. Courtney |
|
Vice President Fixed Income |
Stella V. Lou DeLucia |
|
Vice President Fixed Income |
Brian Hopkinson |
|
Senior Vice President International Equity Portfolios |
Daizo Motoyoshi |
|
Senior Vice President International Equity Portfolios |
Jonathan L. Passmore |
|
Senior Vice President International Equity Portfolios |
Michael J. Solecki |
|
Senior Vice President International Equity Portfolios |
Judith A. Studer |
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Senior Vice President International Equity Portfolios |
T. Brent Jones |
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Vice President International Equity Portfolios |
Ping Zhou |
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Vice President International Equity Portfolios |
Robert A. Jasminiski |
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Vice President International Equity Portfolios |
Paul Nestro |
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Vice President International Equity Portfolios |
Makoto F. Sumino |
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Vice President International Equity Portfolios |
Philip A. Riordan |
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Senior Vice President Real Estate |
Thomas D. Mockler |
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Vice President Fixed Income |
B. Bradford Barrett |
|
Vice President Real Estate |
Robert P. Gigliotti |
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Vice President Real Estate |
Gerald Karr |
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Vice President Real Estate |
James M. Mara |
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Senior Vice President International Private Equities |
Andreas T. Hildebrand |
|
Vice President Private Equities |
Patrick J. McNeela |
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Vice President Private Equities |
James Mitchell, Jr. |
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Vice President Private Equities |
Paolo G. M. Simonato |
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Vice PresidentInternational Private Equities |
David W. Wiederecht |
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Vice President Private Equities |
Christopher D. Brown |
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Senior Vice President Equity Portfolios |
23
Executive Officers |
|
Present Principal Occupation |
Damian J. Maroun |
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Senior Vice President Equity Trading |
Paul C. Reinhardt |
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Senior Vice President Equity Portfolios |
Nancy A. Ward |
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Senior Vice President Equity Portfolios |
Ralph E. Whitman |
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Senior Vice President Equity Investments |
Christopher W. Smith |
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Senior Vice President Equity Portfolios |
Richard L. Sanderson |
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Senior Vice President Equity Research |
Diane M. Wehner |
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Senior Vice President Equity Portfolios |
George A. Bicher |
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Vice President Equity Investments |
Clemence C. Garcia |
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Vice President Equity Investments |
Gerald L. Igou |
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Vice President Equity Investments |
Michael Isakov |
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Vice President Equity Investments |
Sandra J. OKeefe |
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Vice President Equity Investments |
John H. Schaetzl |
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Vice President Equity Investments |
Christopher J. Sierakowski |
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Vice President Equity Investments |
Charles F. Stuart |
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Vice President Equity Investments |
Steven M. Fierstein |
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Vice President Equity Investments |
Thomas R. Lincoln |
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Vice President Equity Investments |
Anthony J. Mariani |
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Vice President Equity Investments |
Walter P. Ruane |
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Vice President Equity Investments |
Ravi K. Pamnani |
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Vice President Equity Investments |
John T. Boyce |
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Senior Vice President Institutional Investments |
Joseph M. Connors |
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Senior Vice President Operations |
Barbara Regan |
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Senior Vice President- Marketing |
Michelle Fang |
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Vice President Product Management |
Mary R. Stone |
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Vice President Trade Operations |
Gareth J. Davies |
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Vice President Risk Management |
Tiffany Hanisch |
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Vice President Financial Planning & Analysis |
Lowell E. Haims |
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Vice President Controller |
John F. Robbins |
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Vice President Compliance |
Jane E. Hackney |
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Vice President Equity Portfolio Management |
24
Executive Officers |
|
Present Principal Occupation |
Erica K. Evans |
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Vice President Client Portfolio Management |
Michael J. Tansley |
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Vice President Finance Integration Quality |
Dory S. Black |
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Vice President Assoc. Gen. Counsel & Asst. Secretary |
Christopher J. Costello |
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Vice PresidentAssoc. Gen. Counsel & Asst. Secretary |
Daniel L. Furman |
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Vice President Assoc. Gen. Counsel Private Equities & Asst. Secretary |
Leanne R. Dunn |
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Vice President Assoc. Gen. Counsel Real Estate & Asst. Secretary |
Jeanne M. La Porta |
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Vice President Assoc. Gen. Counsel & Asst. Secretary |
Michael M. Pastore |
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Vice President Assoc. Gen. Counsel Private Equities & Real Estate & Asst. Sec. |
Scott A. Silberstein |
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Vice President Assoc. Gen. Counsel & Asst. Secretary |
Matthew J. Simpson |
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Senior Vice President, Gen. CounselInvestment 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 |
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Executive Vice President of GEAM |
Ralph R. Layman |
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Executive Vice President of GEAM and Trustee of GEPT |
Alan M. Lewis |
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Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT |
Robert A. MacDougall |
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Executive Vice President of GEAM and Trustee of GEPT |
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|
25
Directors |
|
Present Principal Occupation |
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 |
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Executive Vice President Chief Financial Officer of GEAM and Trustee of GEPT |
Citizenship of all Directors
U.S.A
26
General Electric Company Executive Officers
The names and principal occupations of the officers of General Electric Company are as follows:
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PRESENT |
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PRESENT |
NAME |
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BUSINESS ADDRESS |
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PRINCIPAL OCCUPATION |
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J.R. Immelt |
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General Electric Company |
|
Chairman of the Board and |
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3135 Easton Turnpike |
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Chief Executive Officer |
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Fairfield, CT 06828 |
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P.D. Ameen |
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General Electric Company |
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Vice President and Comptroller |
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3135 Easton Turnpike |
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Fairfield, CT 06828 |
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F. Beccalli |
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General Electric Company |
|
Senior Vice President GE Europe |
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3135 Easton Turnpike |
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Fairfield, CT 06828 |
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C. T. Begley |
|
General Electric Company |
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Vice President GE Rail |
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2901 East Lake Road |
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Erie, PA 16531 |
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D.L. Calhoun |
|
General Electric Company |
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Senior Vice President - |
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1 Neumann Way |
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GE Transportation |
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Cincinnati, OH 05215 |
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J.P. Campbell |
|
General Electric Company |
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Senior Vice President - |
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|
Appliance Park |
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GE Consumer & Industrial, |
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Louisville, KY 40225 |
|
Americas |
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W. H. Cary |
|
General Electric Company |
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Vice President - |
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|
3135 Easton Turnpike |
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Investor Communications |
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Fairfield, CT 06828 |
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K.A. Cassidy |
|
General Electric Company |
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Vice President and GE Treasurer |
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201 High Ridge Road |
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Stamford, CT 06905-3417 |
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Sir William Castell |
|
GE Healthcare |
|
Vice Chairman of the Board and |
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|
Pollards Wood, Nightingales Lane |
|
Executive Officer, General Electric |
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|
Chalfont St. Giles |
|
Company; President and CEO, |
|
|
HP8 4SP Great Britain |
|
GE Healthcare |
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|
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W.J. Conaty |
|
General Electric Company |
|
Senior Vice President - |
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|
3135 Easton Turnpike |
|
Human Resources |
27
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Fairfield, CT 06828 |
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|
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P. Daley |
|
General Electric Company |
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Vice President - Corporate |
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|
3135 Easton Turnpike |
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Business Development |
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Fairfield, CT 06828 |
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D.D. Dammerman |
|
General Electric Company |
|
Vice Chairman of the Board and |
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3135 Easton Turnpike |
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Executive Officer, General Electric |
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Fairfield, CT 06828 |
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Company; Chairman, General |
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Electric Capital Services, Inc. |
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B.B. Denniston III |
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General Electric Company |
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Vice President and General Counsel |
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3135 Easton Turnpike |
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Fairfield, CT 06828 |
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S.C. Donnelly |
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General Electric Company |
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Senior Vice President - |
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One Research Circle |
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GE Global Research |
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Niskayuna, NY 12309 |
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S. Fitzsimons |
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General Electric Company |
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Vice President - |
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3135 Easton Turnpike |
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Corporate Financial Planning |
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Fairfield, CT 06828 |
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and Analysis |
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Y. Fujimori |
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General Electric Company |
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Senior Vice President - GE Asia |
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21 Mita 1-chome |
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Meguro-ku 3d Floor Alto |
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Tokyo, Japan 153-0062 |
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A.H. Harper |
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General Electric Company |
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Senior Vice President |
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260 Long Ridge Road |
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GE Equipment Management |
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Stamford, CT 06927 |
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B.W. Heineman, Jr. |
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General Electric Company |
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Senior Vice President - Law |
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3135 Easton Turnpike |
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and Public Affairs |
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Fairfield, CT 06828 |
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J.M. Hogan |
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General Electric Company |
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Senior Vice President - |
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P.O. Box 414 |
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GE Healthcare |
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Milwaukee, WI 53201 |
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J. Krenicki |
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General Electric Company |
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Senior Vice President - |
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1 Plastics Avenue |
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GE Advanced Materials |
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Pittsfield, MA 01201 |
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M.A. Neal |
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General Electric Company |
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Senior Vice President |
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28
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260 Long Ridge Road |
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GE Commercial Finance |
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Stamford, CT 06927 |
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D.R. Nissen |
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General Electric Company |
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Senior Vice President |
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201 High Ridge Road |
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GE Consumer Finance |
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Stamford, CT 06905-3417 |
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J.A. Parke |
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General Electric Company |
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Senior Vice President - |
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260 Long Ridge Road |
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General Electric Company |
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Stamford, CT 06927 |
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Vice Chairman, GE Capital |
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Corporation |
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R.R. Pressman |
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General Electric Company |
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Senior Vice President - |
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5200 Metcalf Avenue |
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Employers Reinsurance Corporation |
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Overland Park, KS 66201 |
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G.M. Reiner |
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General Electric Company |
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Senior Vice President - |
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3135 Easton Turnpike |
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Chief Information Officer |
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Fairfield, CT 06828 |
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J.G. Rice |
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General Electric Company |
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Senior Vice President - |
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4200 Wildwood Parkway |
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GE Energy |
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Atlanta, GA 30339 |
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K.S. Sherin |
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General Electric Company |
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Senior Vice President - Finance |
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3135 Easton Turnpike |
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and Chief Financial Officer |
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Fairfield, CT 06828 |
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L.G. Trotter |
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General Electric Company |
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Senior Vice President - |
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Appliance Park |
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GE Consumer and Industrial |
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Louisville, KY 40225 |
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W.A. Woodburn |
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General Electric Company |
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Senior Vice President - |
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187 Danbury Road |
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GE Infrastructure |
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Wilton, CT 06897 |
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R.C. Wright |
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NBC Universal, Inc. |
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Vice Chairman of the Board and |
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30 Rockefeller Plaza |
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Executive Officer, General |
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New York, NY 10112 |
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Electric Company; Chairman |
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and Chief Executive Officer, |
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NBC Universal, Inc. |
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Citizenship |
||
Ferdinando Beccalli |
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Italy |
Sir William Castell |
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U.K. |
29
Shane Fitzsimons |
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Ireland |
Yoshiaki Fujimori |
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Japan |
All Others |
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U.S.A. |
The names and principal occupations of the Directors of General Electric Company are as follows:
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PRESENT |
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PRESENT |
NAME |
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BUSINESS ADDRESS |
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PRINCIPAL OCCUPATION |
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J.I. Cash, Jr. |
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General Electric Company |
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Former Professor of Business |
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3135 Easton Turnpike |
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Administration-Graduate |
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Fairfield, CT 06828 |
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School of Business |
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Administration, Harvard University |
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Sir William Castell |
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GE Healthcare |
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Vice Chairman of the Board and |
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Pollards Wood, Nightingales Lane |
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Executive Officer, General Electric |
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Chalfont St. Giles |
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Company; President and CEO, |
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HP8 4SP Great Britain |
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GE Healthcare |
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D.D. Dammerman |
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General Electric Company |
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Vice Chairman of the Board and |
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3135 Easton Turnpike |
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Executive Officer, General |
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Fairfield, CT 06828 |
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Electric Company; Chairman, |
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General Electric Capital Services, |
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Inc. |
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A.M. Fudge |
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Young & Rubicam, Inc. |
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Chairman and Chief Executive |
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285 Madison Avenue |
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Officer, |
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New York, NY 10017 |
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Young & Rubicam, Inc. |
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C.X. Gonzalez |
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Kimberly-Clark de Mexico, |
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Chairman of the Board |
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S.A. de C.V. |
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and Chief Executive Officer, |
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Jose Luis Lagrange 103, |
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Kimberly-Clark de Mexico, |
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Tercero Piso |
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S.A. de C.V. |
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Colonia Los Morales |
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Mexico, D.F. 11510, Mexico |
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J.R. Immelt |
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General Electric Company |
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Chairman of the Board |
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3135 Easton Turnpike |
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and Chief Executive |
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Fairfield, CT 06828 |
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Officer, General Electric Company |
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A. Jung |
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Avon Products, Inc. |
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Chairman and Chief |
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1345 Avenue of the Americas |
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Executive Officer, |
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New York, NY 10105 |
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Avon Products, Inc. |
30
A.G. Lafley |
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The Procter & Gamble Company |
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Chairman of the Board, President |
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1 Procter & Gamble Plaza |
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and Chief Executive |
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Cincinnati, OH 45202-3315 |
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The Procter & Gamble Company |
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K.G. Langone |
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Invemed Associates, Inc. |
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Chairman, President and Chief |
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375 Park Avenue |
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Executive Officer, |
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New York, NY 10152 |
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Invemed Associates, Inc. |
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R.S. Larsen |
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Johnson & Johnson |
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Former Chairman and Chief |
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100 Albany Street |
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Executive Officer |
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Suite 200 |
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New Brunswick, NJ 08901 |
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R.B. Lazarus |
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Ogilvy & Mather Worldwide |
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Chairman and Chief |
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309 West 49th Street |
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Executive Officer |
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New York, NY 10019-7316 |
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S. Nunn |
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King & Spalding |
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Retired Partner |
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191 Peachtree Street, N.E. |
|
King & Spalding |
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Atlanta, Georgia 30303 |
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R.S. Penske |
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Penske Corporation |
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Chairman of the Board and |
|
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2555 Telegraph Road |
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President, Penske Corporation |
|
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Bloomfield Hills, MI 48302-0954 |
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R.J. Swieringa |
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S.C. Johnson Graduate School |
|
Anne and Elmer Lindseth Dean |
|
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Cornell University |
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and Professor of Accounting |
|
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207 Sage Hall |
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Ithaca, NY 14853-6201 |
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D.A. Warner III |
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J. P. Morgan Chase & Co., |
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Former Chairman of the Board |
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The Chase Manhattan Bank and |
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Morgan Guaranty Trust Co. of New York |
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345 Park Avenue |
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New York, NY 10154 |
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R.C. Wright |
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NBC Universal, Inc. |
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Vice Chairman of the Board and |
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30 Rockefeller Plaza |
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Executive Officer, General |
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New York, NY 10112 |
|
Electric Company; Chairman |
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|
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and Chief Executive Officer, |
|
|
|
|
NBC Universal, Inc. |
31
Citizenship |
||
|
|
|
Sir William Castell |
|
United Kingdom |
C. X. Gonzalez |
|
Mexico |
Andrea Jung |
|
Canada |
All Others |
|
U.S.A. |
32
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 |
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PRESENT PRINCIPAL OCCUPATION |
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|
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David B. Carlson |
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Executive Vice President of GEAM and Trustee of GEPT |
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Michael J. Cosgrove |
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Executive Vice President of GEAM and Trustee of GEPT |
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Ralph R. Layman |
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Executive Vice President of GEAM and Trustee of GEPT |
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Alan M. Lewis |
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Executive Vice President, General Counsel and Secretary of GEAM and Trustee of GEPT |
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Robert A. MacDougall |
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Executive Vice President of GEAM and Trustee of GEPT |
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John H. Myers |
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Vice President of General Electric Company, President and Chief Executive Officer of GEAM and Trustee of GEPT |
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Donald W. Torey |
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Executive Vice President of GEAM and Trustee of GEPT |
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John J. Walker |
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Executive Vice President, Chief Financial Officer of GEAM and Trustee of GEPT |
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|
Citizenship
U.S.A.
33