UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

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

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

1



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

5



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

6



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

8



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

9



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
EP

 

10



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
0

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11) 
0%

 

 

14.

Type of Reporting Person (See Instructions)
IA, CO

 

11



 

CUSIP No. 008318107

 

 

1.

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

 

 

2.

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

 

 

(a)

 ý

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
Disclaimed (See 11 below)

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
Disclaimed (See 11 below)

 

 

11.

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

 

 

12.

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

 

 

13.

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

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

12



 

Item 1.

Security and Issuer

 

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

 

 

Item 2.

Identity and Background

 

This Schedule 13D is being filed by:

 

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

 

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

 

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

 

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

 

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

 

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

 

13



 

 

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

 

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

 

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

 

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

 

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

 

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

 

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.

 

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.

 

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

 

 

 

15



 

 

and do not have shared voting power or dispositive power with respect to any shares of Common Stock.

 

As of the same date, AOEP, AOCP and AOAL 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.

 

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.

 

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.

 

(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.

 

(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.

 

(e)           Not applicable.

 

 

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.

 

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.

 

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



 

 

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.

 

 

Item 7.

Material to Be Filed as Exhibits

 

 

Exhibit 1

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

 

Exhibit 2

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

 

Exhibit 3

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

 

Exhibit 4

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

 

Exhibit 5

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

 

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



 

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.

AURORA EQUITY PARTNERS L.P.

 

 

 

 

By:

Aurora Capital Partners L.P.,
its general partner

 

 

 

 

By:

Aurora Advisors, Inc.,
its general partner

 

 

 

 

By:

/s/ Richard K. Roeder

March 29, 2005

 

Richard K. Roeder, Vice President

 

 

 

 

 

 

 

AURORA OVERSEAS EQUITY PARTNERS I, L.P.

 

 

 

 

By:

Aurora Overseas Capital Partners L.P.,
its general partner

 

 

 

 

By:

Aurora Overseas Advisors, Ltd.,
its general partner

 

 

 

 

By:

/s/ Richard K. Roeder

March 29, 2005

 

Richard K. Roeder, Director

 

 

 

 

 

 

 

AURORA CAPITAL PARTNERS L.P.

 

 

 

 

By:

Aurora Advisors, Inc.,
its general partner

 

 

 

 

By:

/s/ Richard K. Roeder

March 29, 2005

 

Richard K. Roeder, Vice President

 

 

18



 

AURORA OVERSEAS CAPITAL PARTNERS L.P.

 

 

 

 

By:

Aurora Overseas Advisors, Ltd.,
its general partner

 

 

 

 

By:

/s/ Richard K. Roeder

March 29, 2005

 

Richard K. Roeder, Director

 

 

 

 

 

 

 

AURORA ADVISORS, INC.

 

 

 

 

By:

/s/ Richard K. Roeder

March 29, 2005

 

Richard K. Roeder, Vice President

 

 

 

 

 

 

 

AURORA OVERSEAS ADVISORS, LTD.

 

 

 

 

By:

/s/ Richard K. Roeder

March 29, 2005

 

Richard K. Roeder, Director

 

 

 

 

 

/s/ Richard R. Crowell

March 29, 2005

 

RICHARD R. CROWELL

 

 

 

 

 

/s/ Richard K. Roeder

March 29, 2005

 

RICHARD K. ROEDER

 

 

 

 

 

/s/ Gerald L. Parsky

March 29, 2005

 

GERALD L. PARSKY

 

 

19



 

GENERAL ELECTRIC PENSION TRUST

 

 

 

 

By:

GE Asset Management Incorporated,
its Investment Manager

 

 

 

 

By:

/s/ Michael M. Pastore

March 29, 2005

 

Michael M. Pastore, Vice President

 

 

 

 

 

 

 

GE ASSET MANAGEMENT INCORPORATED

 

 

 

 

By:

/s/ Michael M. Pastore

March 29, 2005

 

Michael M. Pastore, Vice President

 

 

 

 

 

 

 

GENERAL ELECTRIC COMPANY

 

 

 

 

By:

/s/ John H. Myers

March 28, 2005

 

John H. Myers, Vice President

 

 

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)


Gerald L. Parsky

 

Chairman of the Board and managing director of AAI


Richard K. Roeder

 

Vice President and Assistant Secretary and managing director of AAI


Richard R. Crowell

 

President and Secretary and managing director of AAI


Frederick J. Elsea, III

 

Chief Financial Officer and Chief Financial Officer of AAI

 

 

 

 

 

 

 

 

 

 

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

 

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

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 President—Fixed Income

Mark H. Johnson

 

Vice President—Fixed Income

Don J. Duncan

 

Vice President – Money Market Investments

Michael J. Caufield

 

Senior Vice President – Fixed Income

Craig M. Varrelman

 

Vice President – Fixed Income

Susan M. Courtney

 

Vice President – Fixed Income

Stella V. Lou DeLucia

 

Vice President – Fixed Income

Brian Hopkinson

 

Senior Vice President – International Equity Portfolios

Daizo Motoyoshi

 

Senior Vice President – International Equity Portfolios

Jonathan L. Passmore

 

Senior Vice President – International Equity Portfolios

Michael J. Solecki

 

Senior Vice President – International Equity Portfolios

Judith A. Studer

 

Senior Vice President – International Equity Portfolios

T. Brent Jones

 

Vice President – International Equity Portfolios

Ping Zhou

 

Vice President – International Equity Portfolios

Robert A. Jasminiski

 

Vice President – International Equity Portfolios

Paul Nestro

 

Vice President – International Equity Portfolios

Makoto F. Sumino

 

Vice President – International Equity Portfolios

Philip A. Riordan

 

Senior Vice President – Real Estate

Thomas D. Mockler

 

Vice President – Fixed Income

B. Bradford Barrett

 

Vice President – Real Estate

Robert P. Gigliotti

 

Vice President – Real Estate

Gerald Karr

 

Vice President – Real Estate

James M. Mara

 

Senior Vice President – International Private Equities

Andreas T.  Hildebrand

 

Vice President – Private Equities

Patrick J. McNeela

 

Vice President – Private Equities

James Mitchell, Jr.

 

Vice President – Private Equities

Paolo G. M. Simonato

 

Vice President—International Private Equities

David W. Wiederecht

 

Vice President – Private Equities

Christopher D. Brown

 

Senior Vice President – Equity Portfolios

 

23



 

Executive Officers

 

Present Principal Occupation

Damian J. Maroun

 

Senior Vice President – Equity Trading

Paul C. Reinhardt

 

Senior Vice President – Equity Portfolios

Nancy A. Ward

 

Senior Vice President – Equity Portfolios

Ralph E. Whitman

 

Senior Vice President – Equity Investments

Christopher W. Smith

 

Senior Vice President – Equity Portfolios

Richard L. Sanderson

 

Senior Vice President – Equity Research

Diane M. Wehner

 

Senior Vice President – Equity Portfolios

George A. Bicher

 

Vice President – Equity Investments

Clemence C. Garcia

 

Vice President – Equity Investments

Gerald L. Igou

 

Vice President – Equity Investments

Michael Isakov

 

Vice President – Equity Investments

Sandra J. O’Keefe

 

Vice President – Equity Investments

John H. Schaetzl

 

Vice President – Equity Investments

Christopher J. Sierakowski

 

Vice President – Equity Investments

Charles F. Stuart

 

Vice President – Equity Investments

Steven M. Fierstein

 

Vice President – Equity Investments

Thomas R. Lincoln

 

Vice President – Equity Investments

Anthony J. Mariani

 

Vice President – Equity Investments

Walter P. Ruane

 

Vice President – Equity Investments

Ravi K. Pamnani

 

Vice President – Equity Investments

John T. Boyce

 

Senior Vice President – Institutional Investments

Joseph M. Connors

 

Senior Vice President – Operations

Barbara Regan

 

Senior Vice President- Marketing

Michelle Fang

 

Vice President – Product Management

Mary R. Stone

 

Vice President – Trade Operations

Gareth J. Davies

 

Vice President – Risk Management

Tiffany Hanisch

 

Vice President – Financial Planning & Analysis

Lowell E. Haims

 

Vice President – Controller

John F. Robbins

 

Vice President – Compliance

Jane E.  Hackney

 

Vice President – Equity Portfolio Management

 

24



 

Executive Officers

 

Present Principal Occupation

Erica K. Evans

 

Vice President – Client Portfolio Management

Michael J. Tansley

 

Vice President – Finance Integration Quality

Dory S. Black

 

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

Christopher J. Costello

 

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

Daniel L. Furman

 

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

Leanne R. Dunn

 

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

Jeanne M. La Porta

 

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

Michael M. Pastore

 

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

Scott A. Silberstein

 

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

Matthew J. Simpson

 

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

Charles I. Middleton

 

Vice President – Tax Counsel

 

Citizenship of all Executive Officers

 

U.S.A

 

Directors

 

Present Principal Occupation

David B. Carlson

 

Executive Vice President of GEAM and Trustee of GEPT

Michael J. Cosgrove

 

Executive Vice President of GEAM and Trustee of GEPT

Pamela K. Halligan

 

Vice President of GEAM

Kathryn D. Karlic

 

Executive Vice President of GEAM

Ralph R. Layman

 

Executive Vice President of GEAM and Trustee of GEPT

Alan M. Lewis

 

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

Robert A. MacDougall

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

 

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

 

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:

 

 

 

PRESENT

 

PRESENT

NAME

 

BUSINESS ADDRESS

 

PRINCIPAL OCCUPATION

 

 

 

 

 

J.R. Immelt

 

General Electric Company

 

Chairman of the Board and

 

 

3135 Easton Turnpike

 

Chief Executive Officer

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

P.D. Ameen

 

General Electric Company

 

Vice President and Comptroller

 

 

3135 Easton Turnpike

 

 

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

F. Beccalli

 

General Electric Company

 

Senior Vice President – GE Europe

 

 

3135 Easton Turnpike

 

 

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

C. T. Begley

 

General Electric Company

 

Vice President – GE Rail

 

 

2901 East Lake Road

 

 

 

 

Erie, PA 16531

 

 

 

 

 

 

 

D.L. Calhoun

 

General Electric Company

 

Senior Vice President -

 

 

1 Neumann Way

 

GE Transportation

 

 

Cincinnati, OH 05215

 

 

 

 

 

 

 

J.P. Campbell

 

General Electric Company

 

Senior Vice President -

 

 

Appliance Park

 

GE Consumer & Industrial,

 

 

Louisville, KY 40225

 

Americas

 

 

 

 

 

W. H. Cary

 

General Electric Company

 

Vice President -

 

 

3135 Easton Turnpike

 

Investor Communications

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

K.A. Cassidy

 

General Electric Company

 

Vice President and GE Treasurer

 

 

201 High Ridge Road

 

 

 

 

Stamford, CT 06905-3417

 

 

 

 

 

 

 

Sir William Castell

 

GE Healthcare

 

Vice Chairman of the Board and

 

 

Pollards Wood, Nightingales Lane

 

Executive Officer, General Electric

 

 

Chalfont St. Giles

 

Company; President and CEO,

 

 

HP8 4SP Great Britain

 

GE Healthcare

 

 

 

 

 

W.J. Conaty

 

General Electric Company

 

Senior Vice President -

 

 

3135 Easton Turnpike

 

Human Resources

 

27



 

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

P. Daley

 

General Electric Company

 

Vice President - Corporate

 

 

3135 Easton Turnpike

 

Business Development

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

D.D. Dammerman

 

General Electric Company

 

Vice Chairman of the Board and

 

 

3135 Easton Turnpike

 

Executive Officer, General Electric

 

 

Fairfield, CT 06828

 

Company; Chairman, General

 

 

 

 

Electric Capital Services, Inc.

 

 

 

 

 

B.B. Denniston III

 

General Electric Company

 

Vice President and General Counsel

 

 

3135 Easton Turnpike

 

 

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

S.C. Donnelly

 

General Electric Company

 

Senior Vice President -

 

 

One Research Circle

 

GE Global Research

 

 

Niskayuna, NY 12309

 

 

 

 

 

 

 

S. Fitzsimons

 

General Electric Company

 

Vice President -

 

 

3135 Easton Turnpike

 

Corporate Financial Planning

 

 

Fairfield, CT 06828

 

and Analysis

 

 

 

 

 

Y. Fujimori

 

General Electric Company

 

Senior Vice President - GE Asia

 

 

21 Mita 1-chome

 

 

 

 

Meguro-ku 3d Floor Alto

 

 

 

 

Tokyo, Japan 153-0062

 

 

 

 

 

 

 

A.H. Harper

 

General Electric Company

 

Senior Vice President –

 

 

260 Long Ridge Road

 

GE Equipment Management

 

 

Stamford, CT 06927

 

 

 

 

 

 

 

B.W. Heineman, Jr.

 

General Electric Company

 

Senior Vice President - Law

 

 

3135 Easton Turnpike

 

and Public Affairs

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

J.M. Hogan

 

General Electric Company

 

Senior Vice President -

 

 

P.O. Box 414

 

GE Healthcare

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

J. Krenicki

 

General Electric Company

 

Senior Vice President -

 

 

1 Plastics Avenue

 

GE Advanced Materials

 

 

Pittsfield, MA 01201

 

 

 

 

 

 

 

M.A. Neal

 

General Electric Company

 

Senior Vice President –

 

 

 

 

 

 

28



 

 

 

260 Long Ridge Road

 

GE Commercial Finance

 

 

Stamford, CT 06927

 

 

 

 

 

 

 

D.R. Nissen

 

General Electric Company

 

Senior Vice President –

 

 

201 High Ridge Road

 

GE Consumer Finance

 

 

Stamford, CT 06905-3417

 

 

 

 

 

 

 

J.A. Parke

 

General Electric Company

 

Senior Vice President -

 

 

260 Long Ridge Road

 

General Electric Company

 

 

Stamford, CT 06927

 

Vice Chairman, GE Capital

 

 

Corporation

 

 

 

 

 

 

 

R.R. Pressman

 

General Electric Company

 

Senior Vice President -

 

 

5200 Metcalf Avenue

 

Employers Reinsurance Corporation

 

 

Overland Park, KS 66201

 

 

 

 

 

 

 

G.M. Reiner

 

General Electric Company

 

Senior Vice President -

 

 

3135 Easton Turnpike

 

Chief Information Officer

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

J.G. Rice

 

General Electric Company

 

Senior Vice President -

 

 

4200 Wildwood Parkway

 

GE Energy

 

 

Atlanta, GA 30339

 

 

 

 

 

 

 

K.S. Sherin

 

General Electric Company

 

Senior Vice President - Finance

 

 

3135 Easton Turnpike

 

and Chief Financial Officer

 

 

Fairfield, CT 06828

 

 

 

 

 

 

 

L.G. Trotter

 

General Electric Company

 

Senior Vice President -

 

 

Appliance Park

 

GE Consumer and Industrial

 

 

Louisville, KY 40225

 

 

 

 

 

 

 

W.A. Woodburn

 

General Electric Company

 

Senior Vice President -

 

 

187 Danbury Road

 

GE Infrastructure

 

 

Wilton, CT 06897

 

 

 

 

 

 

 

R.C. Wright

 

NBC Universal, Inc.

 

Vice Chairman of the Board and

 

 

30 Rockefeller Plaza

 

Executive Officer, General

 

 

New York, NY 10112

 

Electric Company; Chairman

 

 

 

 

and Chief Executive Officer,

 

 

 

 

NBC Universal, Inc.

 

Citizenship

Ferdinando Beccalli

 

Italy

Sir William Castell

 

U.K.

 

29



 

Shane Fitzsimons

 

Ireland

Yoshiaki Fujimori

 

Japan

All Others

 

U.S.A.

 

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

 

 

 

PRESENT

 

PRESENT

NAME

 

BUSINESS ADDRESS

 

PRINCIPAL OCCUPATION

 

 

 

 

 

J.I. Cash, Jr.

 

General Electric Company

 

Former Professor of Business

 

 

3135 Easton Turnpike

 

Administration-Graduate

 

 

Fairfield, CT 06828

 

School of Business

 

 

 

 

Administration, Harvard University

 

 

 

 

 

Sir William Castell

 

GE Healthcare

 

Vice Chairman of the Board and

 

 

Pollards Wood, Nightingales Lane

 

Executive Officer, General Electric

 

 

Chalfont St. Giles

 

Company; President and CEO,

 

 

HP8 4SP Great Britain

 

GE Healthcare

 

 

 

 

 

D.D. Dammerman

 

General Electric Company

 

Vice Chairman of the Board and

 

 

3135 Easton Turnpike

 

Executive Officer, General

 

 

Fairfield, CT 06828

 

Electric Company; Chairman,

 

 

 

 

General Electric Capital Services,

 

 

 

 

Inc.

 

 

 

 

 

A.M. Fudge

 

Young & Rubicam, Inc.

 

Chairman and Chief Executive

 

 

285 Madison Avenue

 

Officer,

 

 

New York, NY 10017

 

Young & Rubicam, Inc.

 

 

 

 

 

C.X. Gonzalez

 

Kimberly-Clark de Mexico,

 

Chairman of the Board

 

 

S.A. de C.V.

 

and Chief Executive Officer,

 

 

Jose Luis Lagrange 103,

 

Kimberly-Clark de Mexico,

 

 

Tercero Piso

 

S.A. de C.V.

 

 

Colonia Los Morales

 

 

 

 

Mexico, D.F. 11510, Mexico

 

 

 

 

 

 

 

J.R. Immelt

 

General Electric Company

 

Chairman of the Board

 

 

3135 Easton Turnpike

 

and Chief Executive

 

 

Fairfield, CT 06828

 

Officer, General Electric Company

 

 

 

 

 

A. Jung

 

Avon Products, Inc.

 

Chairman and Chief

 

 

1345 Avenue of the Americas

 

Executive Officer,

 

 

New York, NY 10105

 

Avon Products, Inc.

 

30



 

A.G. Lafley

 

The Procter & Gamble Company

 

Chairman of the Board, President

 

 

1 Procter & Gamble Plaza

 

and Chief Executive

 

 

Cincinnati, OH 45202-3315

 

The Procter & Gamble Company

 

 

 

 

 

K.G. Langone

 

Invemed Associates, Inc.

 

Chairman, President and Chief

 

 

375 Park Avenue

 

Executive Officer,

 

 

New York, NY 10152

 

Invemed Associates, Inc.

 

 

 

 

 

R.S. Larsen

 

Johnson & Johnson

 

Former Chairman and Chief

 

 

100 Albany Street

 

Executive Officer

 

 

Suite 200

 

 

 

 

New Brunswick, NJ 08901

 

 

 

 

 

 

 

R.B. Lazarus

 

Ogilvy & Mather Worldwide

 

Chairman and Chief

 

 

309 West 49th Street

 

Executive Officer

 

 

New York, NY 10019-7316

 

 

 

 

 

 

 

S. Nunn

 

King & Spalding

 

Retired Partner

 

 

191 Peachtree Street, N.E.

 

King & Spalding

 

 

Atlanta, Georgia 30303

 

 

 

 

 

 

 

R.S. Penske

 

Penske Corporation

 

Chairman of the Board and

 

 

2555 Telegraph Road

 

President, Penske Corporation

 

 

Bloomfield Hills, MI 48302-0954

 

 

 

 

 

 

 

R.J. Swieringa

 

S.C. Johnson Graduate School

 

Anne and Elmer Lindseth Dean

 

 

Cornell University

 

and Professor of Accounting

 

 

207 Sage Hall

 

 

 

 

Ithaca, NY 14853-6201

 

 

 

 

 

 

 

D.A. Warner III

 

J. P. Morgan Chase & Co.,

 

Former Chairman of the Board

 

 

The Chase Manhattan Bank and

 

 

 

 

Morgan Guaranty Trust Co. of New York

 

 

 

 

345 Park Avenue

 

 

 

 

New York, NY 10154

 

 

 

 

 

 

 

R.C. Wright

 

NBC Universal, Inc.

 

Vice Chairman of the Board and

 

 

30 Rockefeller Plaza

 

Executive Officer, General

 

 

New York, NY 10112

 

Electric Company; Chairman

 

 

 

 

and Chief Executive Officer,

 

 

 

 

NBC Universal, Inc.

 

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

 

PRESENT PRINCIPAL OCCUPATION

 

 

 

 

 

 

 

David B. Carlson

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

 

 

 

 

Michael J. Cosgrove

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

 

 

 

 

Ralph R. Layman

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

 

 

 

 

Alan M. Lewis

 

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

 

 

 

 

 

 

 

Robert A. MacDougall

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

 

 

 

 

John H. Myers

 

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

 

 

 

 

 

 

 

Donald W. Torey

 

Executive Vice President of GEAM and Trustee of GEPT

 

 

 

 

 

 

 

John J. Walker

 

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

 

 

 

 

Citizenship

 

U.S.A.

 

33