Amendment #4 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

 

 

Arch Capital Group Ltd.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

G0450A105

(CUSIP Number)

 

 

Brian T. McAnaney, Esq., General Electric Capital Corporation, 260 Long Ridge Road,

Stamford, Connecticut 06927

Michael M. Pastore, GE Asset Management Incorporated,

3003 Summer Street, Stamford, Connecticut 06905

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

Communications)

 

 

July 30, 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 29 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% (6.64% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)).

   
14  

TYPE OF REPORTING PERSON*

 

OO

   

 


     SCHEDULE 13D     
CUSIP No. G0450A105         Page 3 of 29 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% (6.64% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)).

   
14  

TYPE OF REPORTING PERSON*

 

EP

   

 


     SCHEDULE 13D     
CUSIP No. G0450A105         Page 4 of 29 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% (6.64% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)).

   
14  

TYPE OF REPORTING PERSON*

 

IA, CO

   

 


     SCHEDULE 13D     
CUSIP No. G0450A105         Page 5 of 29 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 29 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

 

      219,862


  9    SOLE DISPOSITIVE POWER

 

      0


10    SHARED DISPOSITIVE POWER

 

      219,862

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

219,862

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.64% (6.64% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)).

   
14  

TYPE OF REPORTING PERSON*

 

CO

   

 


     SCHEDULE 13D     
CUSIP No. G0450A105         Page 7 of 29 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

 

      219,862


  9    SOLE DISPOSITIVE POWER

 

      0


10    SHARED DISPOSITIVE POWER

 

      219,862

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

219,862

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.64% (6.64% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)).

   
14  

TYPE OF REPORTING PERSON

 

CO

   

 


     SCHEDULE 13D     
CUSIP No. G0450A105         Page 8 of 29 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

 

      219,862


  9    SOLE DISPOSITIVE POWER

 

      0


10    SHARED DISPOSITIVE POWER

 

      219,862

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

219,862

   
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.64% (6.64% if aggregated with the shares beneficially owned by the other Reporting Persons (as defined in Item 2)).

   
14  

TYPE OF REPORTING PERSON*

 

CO

   

 


     SCHEDULE 13D     
CUSIP No. G0450A105         Page 9 of 29 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 and amendment No. 3 thereto filed April 5, 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. 3 to Schedule 13D shall have the meanings set forth in the Schedule 13D.

 

Item 2(f) Citizenship

 

Item 2(f) of the Schedule 13D is hereby deleted in its entirety and the following is inserted in lieu thereof:

 

“All Reporting Persons and, to the best knowledge of each Reporting Person, all persons identified in Schedule II through VIII are United States citizens, except that Claudio X. Gonzalez, a director of GE, is a citizen of Mexico, Andrea Jung, a director of GE, is a citizen of Canada, Yoshiaki Fujimori, an executive officer of GE, is a citizen of Japan, Ferdinando Beccalli, an executive officer of GE, is a citizen of Italy, Sir William Castell, an executive officer of GE, is a citizen of the United Kingdom, Shane Fitzsimons, an executive officer of GE, is a citizen of Ireland and Gordon Chan, a director of GECEI, is a citizen of Canada.”

 

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

 


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 From 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

 

continued on the following page...

 

10 of 29


beneficially owns 219,862 Common Shares representing 0.64%2 of the 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. If all of the Reporting Persons’ Common Shares were aggregated, the Reporting Persons would beneficially own 2,401,175 Common Shares representing 6.64%3 of the Common Shares.

 

(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, 219,862 Common Shares, subject to the restrictions on voting described in Item 6 below. Both GE and GECS disclaim any voting or dispositive power over the shares beneficially owned by GEPT, GEAM, Insurance, Orbital, GECC or GECEI.

 

To the best knowledge of the Reporting Persons, no person other than the Reporting Persons 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 15 and July 30 2004 Insurance sold a total of 580,560 Common Shares and Orbital sold 362,509 Common Shares on the open market as set forth below:

 

Date of Disposition


  

Price at which

Common Shares Sold


  

Common Shares Sold

by Insurance


  

Common Shares Sold

by Orbital


July 15, 2004

   $ 39.75    580,560    116,109

July 20, 2004

   $ 38.70    0    25,000

July 21, 2004

   $ 38.67    0    6,100

July 23, 2004

   $ 36.74    0    10,000

July 26, 2004

   $ 36.5866    0    15,000

July 27, 2004

   $ 37.2027    0    10,300

July 28, 2004

   $ 37.1135    0    10,000

July 29, 2004

   $ 37.4386    0    40,000

July 30, 2004

   $  38.4263    0    100,000

Total Amount of Common Shares Sold

          580,560    362,509

...continued from the preceding page

 

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.

 

2 This percentage is based on 34,569,166 Common Shares outstanding, calculated by combining the 33,552,344 Common Shares outstanding as set forth in 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.

 

3 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 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.

 

11 of 29


(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-VI to Schedule 13D are hereby incorporated by reference.
Exhibits VII-IX to Schedule 13D are hereby deleted and the following is inserted in lieu thereof
“Exhibit VII    Power of Attorney of General Electric Capital Corporation, dated as of April 22, 2004.
Exhibit VIII    Power of Attorney of General Electric Capital Services, Inc., dated as of November 26, 2003.”

 

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.

 

12 of 29


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: August 2, 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

 

13 of 29


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: Director and Chairman

GENERAL ELECTRIC CAPITAL CORPORATION
By:  

/s/ Ronald Herman

   

Name: Ronald Herman

Title: Attorney-in-Fact

GENERAL ELECTRIC CAPITAL SERVICES, INC.
By:  

/s/ Ronald Herman

   

Name: Ronald Herman

Title: Attorney-in-Fact

 

14 of 29


Schedule II

 

General Electric Pension Trust

 

The business address of each of the persons listed below is 3003 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 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.

 

15 of 29


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 3003 Summer Street, P.O. Box 7900, Stamford, Connecticut 06904.

 

GE Asset Management Incorporated

 

The business address of each of the persons listed below is 3003 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 Human Resources of GEAM
Kathryn D. Karlic    Executive Vice President – Fixed Income
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 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

 

16 of 29


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
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 – Strategic Operations
Stephen N. DeVos    Senior Vice President – Fixed Income
Thomas M. Powers    Senior Vice President – GE Insurance
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
Susan M. Courtney    Vice President – Fixed Income

 

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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 Portfolios
Christopher W. Smith    Senior Vice President – Equity Investments
Richard L. Sanderson    Senior Vice President – Equity Research
Diane M. Wehner    Senior Vice President – Equity Portfolios
George A. Bicher    Vice President – Equity Investments

 

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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. Sec.
Christopher J. Costello    Vice President – Assoc. Gen. Counsel & Asst. Secretary
Daniel L. Furman    Vice President – Assoc. Gen. Counsel Private Equities & Asst. Secretary
Leanne R. Dunn    Vice President – Assoc. Gen. Counsel Real Estate & Asst. Secretary
Jeanne M. La Porta    Vice President – Assoc. Gen. Counsel & Asst. Secretary
Michael M. Pastore    Vice President – Assoc. Gen. Counsel Private Equities & Real Estate & Asst. Secretary

 

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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—Assoc. Gen. Counsel & Asst. Secretary

 

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

3135 Easton Turnpike

Fairfield, CT 06828

  

Former Professor of Business

Administration-Graduate

School of Business

Administration, Harvard University

D.D. Dammerman   

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Vice Chairman of the Board and

Executive Officer, General

Electric Company; Chairman,

General Electric Capital Services, Inc.

A.M. Fudge   

Young & Rubicam, Inc.

258 Madison Avenue

New York, NY 10017

  

Chairman and Chief Executive Officer,

Young & Rubicam, Inc.

C.X. Gonzalez   

Kimberly-Clark de Mexico,

S.A. de C.V.

Jose Luis Lagrange 103,

Tercero Piso

Colonia Los Morales

Mexico, D.F. 11510, Mexico

  

Chairman of the Board

and Chief Executive Officer,

Kimberly-Clark de Mexico,

S.A. de C.V.

J.R. Immelt   

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Chairman of the Board

and Chief Executive

Officer, General Electric Company

A. Jung   

Avon Products, Inc.

1345 Avenue of the Americas

New York, NY 10105

  

Chairman and Chief

Executive Officer,

Avon Products, Inc.

A.G. Lafley   

The Procter & Gamble Company

1 Procter & Gamble Plaza

Cincinnati, OH 45202-3315

  

Chairman of the Board, President

and Chief Executive

The Procter & Gamble Company

K.G. Langone   

Invemed Associates, Inc.

375 Park Avenue

New York, NY 10152

  

Chairman, President and Chief

Executive Officer,

Invemed Associates, Inc.

 

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R.S. Larsen   

Johnson & Johnson

100 Albany Street

Suite 200

New Brunswick, NJ 08901

  

Former Chairman and Chief

Executive Officer

R.B. Lazarus   

Ogilvy & Mather Worldwide

309 West 49th Street

New York, NY 10019-7316

  

Chairman and Chief

Executive Officer

S. Nunn   

King & Spalding

191 Peachtree Street, N.E.

Atlanta, Georgia 30303

  

Former Partner

King & Spalding

R.S. Penske   

Penske Corporation

2555 Telegraph Road

Bloomfield Hills, MI 48302-0954

  

Chairman of the Board and

President, Penske Corporation

R.J. Swieringa   

S.C. Johnson Graduate School

Cornell University

207 Sage Hall

Ithaca, NY 14853-6201

  

Anne and Elmer Lindseth Dean

and Professor of Accounting

D.A. Warner III   

J. P. Morgan Chase & Co.,

The Chase Manhattan Bank and

Morgan Guaranty Trust Co. of New York

345 Park Avenue

New York, NY 10154

   Former Chairman of the Board
R.C. Wright   

National Broadcasting

Company, Inc.

30 Rockefeller Plaza

New York, NY 10112

  

Vice Chairman of the Board and

Executive Officer, General Electric

Company; Chairman and Chief

Executive Officer, National

Broadcasting Company, Inc.

 

Citizenship

 

    

C. X. Gonzalez

Andrea Jung

All Others

  

Mexico

Canada

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

3135 Easton Turnpike

Fairfield, CT 06828

  

Chairman of the Board and

Chief Executive Officer

P.D. Ameen

  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

   Vice President and Comptroller

F. Beccalli

  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

   Senior Vice President – GE Europe

C. T. Begley

  

General Electric Company

2901 East Lake Road

Erie, PA 16531

   Vice President – GE Rail

D.L. Calhoun

  

General Electric Company

1 Neumann Way

Cincinnati, OH 05215

  

Senior Vice President -

GE Transportation

J.P. Campbell

  

General Electric Company

Appliance Park

Louisville, KY 40225

  

Senior Vice President -

GE Consumer & Industrial,

Americas

W. H. Cary

  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Vice President -

Investor Communications

K.A. Cassidy

  

General Electric Company

201 High Ridge Road

Stamford, CT 06905-3417

   Vice President and GE Treasurer

W. Castell

  

GE Healthcare

Pollards Wood Nightingales Lane

Chalfont St Giles

HP8 4SP Great Britian

   Executive Officer

W.J. Conaty

  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Senior Vice President -

Human Resources

 

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D.D. Dammerman  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Vice Chairman of the Board and

Executive Officer, General Electric Company; Chairman, General Electric Capital Services, Inc.

B.B. Denniston III  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

   Vice President - General Counsel
S.C. Donnelly  

General Electric Company

One Research Circle

Niskayuna, NY 12309

  

Senior Vice President -

GE Global Research

S. Fitzsimons  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Vice President -

Corporate Financial Planning

and Analysis

Y. Fujimori  

General Electric Company

21 Mita 1-chome

Meguro-ku 3d Floor Alto

Tokyo, Japan 153-0062

   Senior Vice President - GE Asia
A.H. Harper  

General Electric Company

260 Long Ridge Road

Stamford, CT 06927

  

Senior Vice President –

GE Equipment Management

B.W. Heineman, Jr.  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Senior Vice President - Law

and Public Affairs

J.M. Hogan  

General Electric Company

P.O. Box 414

Milwaukee, WI 53201

  

Senior Vice President -

GE Healthcare

R.A. Jeffe  

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Senior Vice President -

Corporate Business Development

J. Krenicki  

General Electric Company

1 Plastics Avenue

Pittsfield, MA 01201

  

Senior Vice President -

GE Advanced Materials

M.A. Neal  

General Electric Company

260 Long Ridge Road

Stamford, CT 06927

  

Senior Vice President -

GE Commercial Finance

 

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D.R. Nissen   

General Electric Company

201 High Ridge Road

Stamford, CT 06905-3417

  

Senior Vice President –

GE Consumer Finance

J.A. Parke   

General Electric Company

260 Lon g Ridge Road

Stamford, CT 06927

  

Senior Vice President -

General Electric Company

Vice Chairman, GE Capital

Corporation

R.R. Pressman   

General Electric Company

5200 Metcalf Avenue

Overland Park, KS 66201

  

Senior Vice President -

Employers Reinsurance Corporation

G.M. Reiner   

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Senior Vice President -

Chief Information Officer

J.G. Rice   

General Electric Company

4200 Wildwood Parkway

Atlanta, GA 30339

  

Senior Vice President -

GE Energy

K.S. Sherin   

General Electric Company

3135 Easton Turnpike

Fairfield, CT 06828

  

Senior Vice President - Finance

and Chief Financial Officer

L.G. Trotter   

General Electric Company

Appliance Park

Louisville, KY 40225

  

Senior Vice President -

GE Consumer and Industrial

W.A. Woodburn   

General Electric Company

187 Danbury Road

Wilton, CT 06897

  

Senior Vice President -

GE Infrastructure

R.C. Wright   

National Broadcasting

Company, Inc.

30 Rockefeller Plaza

New York, NY 10112

  

Vice Chairman of the Board and

Executive Officer, General

Electric Company; Chairman

and Chief Executive Officer,

National Broadcasting Company, 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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EXHIBIT VII

 

POWER OF ATTORNEY

 

The undersigned, General Electric Capital Corporation, a Delaware corporation (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

 

Name of Attorney:

 

Ronald Herman

Frank Ertl

John W. Campo, Jr.

 

Each Attorney shall have the power and authority to do the following:

 

To execute and deliver any and all agreements, acknowledgements, consents, letters, undertakings, certificates, notices, receipts, or other documents or instruments on behalf of the Corporation as may in the discretion of the attorney be necessary or desirable in connection with transactions involving the Corporation and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

 

To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation or any of their subsidiaries and, in connection with the foregoing, to execute and deliver any and all agreements, acknowledgements, consents and other documents and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

 

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

 

Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on April 15, 2006.

 

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IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation’s board of directors, as of the 22nd day of April, 2004.

 

       

General Electric Capital Services, Inc.

(Corporate Seal)        
           

By:

 

/s/ Brian T. McAnaney

           

Name:

 

Brian T. McAnaney,

           

Title:

 

Vice President and General Counsel

 

Attest:

/s/ JOHN W. CAMPO, JR.

John W. Campo, Jr., Assistant Secretary

 

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EXHIBIT VIII

 

POWER OF ATTORNEY

 

The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”) does hereby make, constitute and appoint the persons listed below as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.

 

Name of Attorney:

 

     Michael A. Gaudino    Barbara J. Gould     
     James Ungari    Peter J. Muniz     
     Preston Abbott    Robert L. Lewis     
     Barbara Lane    Wendy E. Ormond     
     Leon E. Roday    Amy Fisher     
     Mark F. Mylon    Nelson Gonzalez     
     Ward Bobitz    Ricardo Silva     
     Patricia Merrill    Michael E. Pralle     
     John L. Flannery    Joseph E. Parsons     
     Ronald Herman    Mark D. Kaplow     
     Frank Ertl    Stewart Koenigsberg     
     Kevin Korsh          

 

Each Attorney shall have the power and authority to do the following:

 

To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries.

 

And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.

 

Agreements, commitments, documents, instruments and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.

 

Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on November 15, 2004.

 

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This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on March 13, 2002 that was scheduled to expire on March 31, 2004.

 

IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation’s board of directors, as of the 26th day of November, 2003.

 

       

General Electric Capital Services, Inc.

(Corporate Seal)        
            By:  

/s/ Brian T. McAnaney

               

Brian T. McAnaney, Vice President

General Counsel and Secretary

 

Attest:

  /s/ J. Keith Morgan

J. Keith Morgan, Assistant Secretary

 

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