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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRANSIT GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE 893691105
(Title of class of securities) (CUSIP number)
BARBARA J. GOULD
GE CAPITAL EQUITY INVESTMENTS, INC.
120 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Name, address and telephone number of person authorized to receive
notices and communications)
APRIL 19, 2001
(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(e), 13d-1(f) or 13d-1(g), check the following box
[x].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 27 Pages)
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47660.1654
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. 893691105 13D Page 2 of 27
--------------------------------- ---------------------------------------------- -----------------------------------
---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: GE CAPITAL EQUITY INVESTMENTS, INC.
I.R.S. IDENTIFICATION NOS. 06-1268495
OF ABOVE PERSONS:
---------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF 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 ITEM 2(d) OR 2(e): [_]
---------------------- --------------------------------------------------------- ---------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
--------------------------------- -------- ----------------------------------------------------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER: N/A
SHARES
-------- ----------------------------------------------------- -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 123,422,990
OWNED BY
-------- ----------------------------------------------------- -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER: N/A
REPORTING
-------- ----------------------------------------------------- -----------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 123,422,990
---------------------- ------------------------------------------------------------------------- -----------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 123,422,990
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 79.4%
(SEE ITEM 5)
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
2
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. 893691105 13D Page 3 of 27
--------------------------------- ---------------------------------------------- -----------------------------------
---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL CORPORATION
I.R.S. IDENTIFICATION NOS. 13-1500700
OF ABOVE PERSONS:
---------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF 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 ITEM 2(d) OR 2(e): [_]
---------------------- --------------------------------------------------------- ---------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK
--------------------------------- -------- ----------------------------------------------------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER: 17,601,276 (SEE ITEM 5)
SHARES
-------- ----------------------------------------------------- -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 123,422,990
OWNED BY
-------- ----------------------------------------------------- -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 17,601,276 (SEE ITEM 5)
REPORTING
-------- ----------------------------------------------------- -----------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 123,422,990
---------------------- ------------------------------------------------------------------------- -----------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 141,024,266 (SEE ITEM 5)
---------------------- -------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 81.5%
(SEE ITEM 5)
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
3
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. 893691105 13D Page 4 of 27
--------------------------------- ---------------------------------------------- -----------------------------------
---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAME OF REPORTING PERSON: GENERAL ELECTRIC CAPITAL SERVICES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. 06-1109503
OF ABOVE PERSON:
---------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF 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 ITEM 2(d) OR 2(e): [_]
---------------------- --------------------------------------------------------- ---------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
--------------------------------- -------- ----------------------------------------------------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW)
SHARES
-------- ----------------------------------------------------- -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: DISCLAIMED (SEE 11 BELOW)
OWNED BY
-------- ----------------------------------------------------- -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW)
REPORTING
-------- ----------------------------------------------------- -----------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW)
---------------------- ------------------------------------------------------------------------- -----------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 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: [_]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE
(SEE 11 ABOVE)
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
4
--------------------------------- ---------------------------------------------- -----------------------------------
CUSIP No. 893691105 13D Page 5 of 27
--------------------------------- ---------------------------------------------- -----------------------------------
---------------------- --------------------------------------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC COMPANY
I.R.S. IDENTIFICATION NOS. 14-0689340
OF ABOVE PERSONS:
---------------------- -------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF 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 ITEM 2(d) OR 2(e): [_]
---------------------- --------------------------------------------------------- ---------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: NEW YORK
--------------------------------- -------- ----------------------------------------------------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER: DISCLAIMED (SEE 11 BELOW)
SHARES
-------- ----------------------------------------------------- -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: DISCLAIMED (SEE 11 BELOW)
OWNED BY
-------- ----------------------------------------------------- -----------------------------------
EACH 9 SOLE DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW)
REPORTING
-------- ----------------------------------------------------- -----------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: DISCLAIMED (SEE 11 BELOW)
---------------------- ------------------------------------------------------------------------- -----------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 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: [_]
---------------------- -------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): NOT APPLICABLE
(SEE 11 ABOVE)
---------------------- --------------------------------------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
---------------------- --------------------------------------------------------- ---------------------------------------------------
5
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.01
per share (the "Common Stock"), of Transit Group, Inc., a Florida corporation
(the "Company"). The principal executive offices of the Company are located at
2859 Paces Ferry Road, Suite 1740, Atlanta, Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by GE Capital Equity Investments,
Inc., a Delaware corporation ("GECEI"), General Electric Capital Corporation, a
New York corporation ("GE Capital"), General Electric Capital Services, Inc., a
Delaware corporation ("GECS") and General Electric Company, a New York
corporation ("GE"). The agreement among each of GECEI, GE Capital, GECS and GE
that this statement be filed on behalf of each of them is attached hereto as
Exhibit 6.
GECEI is a wholly owned subsidiary of GE Capital. GE
Capital is a wholly owned subsidiary of GECS. GECS is a wholly owned subsidiary
of GE.
GE engages in providing a wide variety of industrial,
commercial and consumer products and services. The principal executive office of
GE is 3135 Easton Turnpike, Fairfield, Connecticut 06431.
The principal business activities of GECEI are the making,
managing and disposing of investments in private and public companies. GE
Capital operates primarily in the financing industry and, to a lesser degree, in
the life insurance and property/casualty insurance industries. GECS is a holding
company which owns all the common stock of GE Capital and other subsidiaries.
The principal executive offices of GECEI, GE Capital and GECS are at 260 Long
Ridge Road, Stamford, Connecticut 06927.
ITEMS 2(A), (B) AND (C)
For information with respect to the identity and background
of each executive officer and director of GECEI, GE Capital, GECS and GE, see
Schedules I, II, III and IV attached hereto, respectively.
ITEMS 2(D) AND (E)
During the last five years none of GECEI, GE Capital, GECS,
GE, nor, to the best of their knowledge, any person identified in Schedules I
through IV has been (i) convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such 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.
6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 13, 1999, GECEI purchased from the Company 5,000,000
shares of Series A Convertible Preferred Stock for an aggregate purchase price
of $25,000,000 pursuant to a Purchase Agreement dated as of May 13, 1999 between
the Company and GECEI.. As a result of the Company's issuance of its Series B
Convertible Preferred Stock, the shares of Series A Convertible Preferred Stock
are convertible into 23,118,479 shares of Common Stock (subject to further
adjustments). The funds used to purchase these securities were obtained by GECEI
from its working capital.
On April 19, 2001, GECEI purchased from the Company 400,000
shares of Series B Convertible Preferred Stock for an aggregate purchase price
of $2,000,000 pursuant to a First Amendment to Purchase Agreement dated as of
April 19, 2001 between the Company and GECEI, which amends the Purchase
Agreement dated as of May 13, 1999 between the Company and GECEI. The shares of
Series B Convertible Preferred Stock are convertible into 40,000,000 shares of
Common Stock (subject to further adjustment). The funds used to purchase the
Series B Convertible Preferred Stock were obtained by GECEI from its working
capital.
On April 19, 2001, the Company and GECEI entered into an
agreement pursuant to which the Company issued to GECEI 375,000 shares of Series
B Convertible Preferred Stock in lieu of $1,875,000 of dividends accrued on
GECEI's Series A Convertible Preferred Stock .
On April 19, 2001, the Company agreed to issue to GECEI
228,571 shares of Series B Convertible Preferred Stock as a placement fee in
connection with the Company's Series B financing.
On April 19, 2001, the Company and GE Capital entered into
an agreement pursuant to which the Company issued to GE Capital options (the
"Options") to purchase up to 17,601,276 shares (subject to antidilution
adjustments) of Common Stock as consideration for GE Capital agreeing to waive
defaults and postpone payments due pursuant to an equipment leasing arrangement
between the Company and GE Capital.
ITEM 4. PURPOSE OF TRANSACTION.
GECEI acquired from the Company the Series A Convertible
Preferred Stock and the Series B Convertible Preferred Stock as an investment
and holds them in the ordinary course of business and not with the purpose or
effect of changing the control of the Company. GE Capital acquired the Options
as an investment and intends to hold the Options, and the Common Stock into
which they are convertible, in the ordinary course of business and not with the
purpose or effect of changing the control of the Company.
Each of GE Capital and GECEI intends to review its
investment in the securities described as being held by them in Item 3 above on
a regular basis and, as a result thereof, may at any time or from time to time,
acquire additional securities of the Company or dispose of all or a portion of
7
any securities of the Company. Any such acquisition or disposition would be made
in compliance with all applicable laws and regulations.
Except as set forth above, none of GECEI or GE Capital,
GECS, or GE has any plans or proposals which relate to or would result in the
types of transactions set forth in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of April 19, 2001, the reporting persons
beneficially owned the following shares of Common Stock:
(1) GECEI directly owns 123,422,990 shares of Common Stock.
The 123,422,990 shares represent approximately 79.4% of the outstanding shares
of Common Stock based on the beneficial ownership calculation for purposes of
this Schedule 13D. The 123,422,990 shares represent approximately 35.1% of the
outstanding voting securities of the Company.
(2) GE Capital directly owns 17,601,276 shares of Common
Stock which are issuable upon the exercise of currently exercisable options at
an exercise price of $.05 per share. The options expire on October 20, 2005. By
virtue of it being the owner of all of the outstanding shares of GECEI, GE
Capital is for the purposes of this Schedule 13D, a beneficial owner of all of
the shares of Common Stock beneficially owned by GECEI. The 141,024,266 shares
that GE Capital beneficially owns represent approximately 81.5% of the
outstanding shares of Common Stock, based on the beneficial ownership
calculation for purposes of this Schedule 13D. GE Capital and GECEI together own
35.1% of the outstanding voting securities of the Company.
(5) GECS and GE disclaim beneficial ownership of all shares
of Common Stock beneficially owned by the other reporting persons. Neither the
filing of this Schedule 13D nor anything contained herein is intended as, or
should be construed as, an admission that GECS or GE is the "beneficial owner"
of any shares of Common Stock beneficially owned by the other reporting persons.
Except as disclosed in this Item 5(a) and in Item 3 above,
none of GECEI, GE Capital, GECS, GE, nor, to the best of their knowledge, any of
their executive officers and directors, beneficially owns any securities of the
Company or presently has a right to acquire any securities of the Company.
(b) The response of each reporting person to Item 7 through
14 of the cover pages of this Schedule 13D relating to beneficial ownership of
the shares of Common Stock are incorporated herein by reference.
(c) Except as set forth above, none of GECEI, GE Capital,
GECS, GE, nor, to the best of their knowledge, any person identified on
Schedules I through IV, has effected any transaction in any securities of the
Company during the past 60 days.
8
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On April 19, 2001, GECEI and GE Capital entered into an
Amendment and Joinder to Amended and Restated Registration Rights Agreement with
the Company, pursuant to which GECEI's Series B Convertible Preferred Stock and
GE Capital's Options were included under the terms of the Registration Rights
Agreement dated as of May 13, 1999 between the Company and certain stockholders
of the Company including GECEI ("Registration Rights Agreement") and GE Capital
effectively became party to the Registration Rights Agreement. Pursuant to the
Registration Rights Agreement, GE Capital, GECEI and the other stockholders that
are party thereto, may make a written request of the Company for registration
with the Securities and Exchange Commission, under and in accordance with the
provisions of the Securities Act of 1933, as amended, of all or part of their
registrable securities, which include Common Stock (a "Demand Registration").
The holders of 30% or more of the Common Stock subject to the Registration
Rights Agreement shall be entitled to request up to three Demand Registrations,
and each holder shall be entitled to an unlimited number of "piggy back"
registrations. The Amendment and Joinder to Amended and Restated Registration
Rights Agreement and the Registration Rights Agreement are filed herewith as
Exhibits 4(a) and 4(b), respectively.
On April 19, 2001, GECEI entered into an Amendment to
Stockholders Agreement, pursuant to which its Series B Convertible Preferred
Stock was included in calculating its pro-rata ownership of the Company under
the terms of the Stockholders Agreement dated as of May 13, 1999 between the
Company and certain stockholders of the Company including GECEI ("Stockholders
Agreement"). Pursuant to the Stockholders Agreement, certain other stockholders
of the Company have agreed to restrict their transfer of securities of the
Company and grant tag along rights to GECEI and the Company has granted Board
observer rights to a designee of GECEI. The Amendment to Stockholders Agreement
and the Stockholders Agreement are filed herewith as Exhibits 5(a) and 5(b),
respectively.
The information contained in Item 3 of this statement is
specifically incorporated herein by reference.
Except as described above, there are no contracts,
arrangements, understandings or relationships with respect to any securities of
the Company (a) among the reporting persons and, to the best of their knowledge,
any of the other persons identified pursuant to Item 2 above and (b) between (i)
the reporting persons and, to the best of their knowledge, any of the persons
identified pursuant to Item 2 above and (ii) any other person, other than the
agreement filed herewith as Exhibit 6.
9
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1(a) First Amendment to Purchase Agreement between the Company and
GECEI, dated as of April 19, 2001.
Exhibit 1(b) Purchase Agreement between the Company and GECEI, dated as of
May 13, 1999*
Exhibit 2 Terms, Preferences, Rights and Limitations of Series A
Convertible Preferred Stock of Transit Group, Inc.*
Exhibit 3 Terms, Preferences, Rights and Limitations of Series B
Convertible Preferred Stock of Transit Group, Inc.
Exhibit 4(a) Amendment and Joinder to Amended and Restated Registration
Rights Agreement by and among the Company, GECEI, GE Capital
and certain other stockholders of the Company, dated as of
April 19, 2001.
Exhibit 4(b) Registration Rights Agreement by and among the Company, GECEI
and certain other Stockholders of the Company dated as of May
13, 1999.*
Exhibit 5(a) Amendment to the Stockholders Agreement by and among GECEI and
other stockholders of the Company dated as of April 19, 2001.
Exhibit 5(b) Stockholders Agreement by and among the Company, GECEI and
certain other stockholders of the Company, dated as of May 13,
1999.*
Exhibit 6 Joint Filing Agreement by and among GE, GECS, GE Capital and
GECEI, dated April 19, 2001.
--------------------
* Incorporated by reference to the Company's Current Report on Form 8-K dated
May 13, 1999.
10
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.
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Barbara J. Gould
-----------------------------------------
Name: Barbara J. Gould
Title: Managing Director, Associate General
Counsel and Assistant Secretary
Dated: April 19, 2001
11
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.
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Barbara J. Gould
-----------------------------------------
Name: Barbara J. Gould
Title: Department Operations Manager
Dated: April 19, 2001
12
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.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Barbara J. Gould
------------------------------------------
Name: Barbara J. Gould
Title: Attorney-in-Fact
Dated: April 19, 2001
* Power of attorney, dated as of February 22, 2000, by General Electric
Capital Services, Inc., is hereby incorporated by reference to Schedule
13D for Luxtec Corporation, filed March 12, 2001 by GE Capital Equity
Investments, Inc.
13
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.
GENERAL ELECTRIC COMPANY
By: /s/ Barbara J. Gould
--------------------------------------
Name: Barbara J. Gould
Title: Attorney-in-Fact
Dated: April 19, 2001
* Power of attorney, dated as of February 22, 2000, by General Electric
Company is hereby incorporated by reference to Schedule 13D for Luxtec
Corporation, filed March 12, 2001 by GE Capital Equity Investments, Inc.
14
SCHEDULE I TO SCHEDULE 13D
--------------------------
Filed by GE Capital Equity Investments, Inc.
GE Capital Equity Investments, Inc.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Director
--------
Joseph E. Parsons GE Capital Equity Investments, Inc. President, Chairman of the Board
120 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Officers
--------
Joseph E. Parsons GE Capital Equity Investments, Inc. President, Chairman of the Board
120 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Jonathan K. Sprole GE Capital Equity Investments, Inc. Managing Director, General Counsel &
Secretary
120 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
David Janki GE Capital Equity Investments, Inc. Chief Financial Officer
120 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Mario Mastrantoni GE Capital Equity Investments, Inc. Vice President - Controller
120 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Barbara J. Gould GE Capital Equity Investments, Inc. Managing Director, Associate General
120 Long Ridge Road Counsel and Assistant Secretary
Stamford, CT 06927
Citizenship: U.S.A.
Peter J. Muniz GE Capital Equity Investments, Inc. Senior Vice President, Associate
120 Long Ridge Road General Counsel and Assistant Secretary
Stamford, CT 06927
Citizenship: U.S.A.
Ian Sharpe GE Capital Equity Investments, Inc. Vice President - Taxes
120 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
15
SCHEDULE II TO SCHEDULE 13D
---------------------------
Filed by General Electric Capital Corporation
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Board of Directors
------------------
Nancy E. Barton General Electric Capital Corporation Senior Vice President,
120 Long Ridge Road General Counsel and Secretary
Stamford, CT 06927
Citizenship: U.S.A.
Francis S. Blake General Electric Company Senior Vice President,
3135 Easton Turnpike Corporate Business Development
Fairfield, CT 06431
Citizenship: U.S.A.
James R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
David C. Calhoun General Electric Company Senior Vice President
1 Neumann Way GE Aircraft
Cincinnati, OH 05215 Engines
Citizenship: U.S.A.
Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
GE Financial Assurance
Scott C. Donnelly General Electric CR&D Senior Vice President
One Research Circle
Niskayuna, NY 12309
Citizenship: U.S.A.
GE Financial Assurance
Michael D. Frazier 6604 W. Broad Street President and Chief Executive Officer
Richmond, VA 23230
Citizenship: U.S.A.
Benjamin W. Heineman, Jr. General Electric Company Senior Vice President,
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
Citizenship: U.S.A.
Jeffery R. Immelt General Electric Company President and Chairman-Elect
3135 Easton Turnpike Company
Fairfield, CT 06431
Citizenship: U.S.A.
16
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
John H. Myers GE Investment Corporation Chairman and President
3003 Summer Street
Stamford, CT 06904
Citizenship: U.S.A.
Dennis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Parke General Electric Capital Corporation Senior Vice President, Finance
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Ronald R. Pressman Employers Reinsurance Corporation President and Chief Executive Officer
5200 Metcalf
Overload Park, KS 66201
Citizenship: U.S.A.
Gary M. Reiner General Electric Company Senior Vice President and
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
Citizenship: U.S.A.
John M. Samuels General Electric Company Vice President and Senior Counsel,
3135 Easton Turnpike Corporate Taxes
Fairfield, CT 06431
Citizenship: U.S.A.
Keith S. Sherin General Electric Company Senior Vice President, Finance and
3135 Easton Turnpike Chief Financial Officer
Fairfield, CT 06431
Citizenship: U.S.A.
Edward D. Stewart General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
William A. Woodburn General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
17
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Executive Officers
------------------
Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Parke General Electric Capital Corporation Vice Chairman and Chief Financial Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Edward D. Stewart General Electric Capital Corporation Executive Vice President
1600 Summer Street
Stamford, CT 06927
Citizenship: U.S.A.
William A. Woodburn General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Nancy E. Barton General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road General Counsel and Secretary
Stamford, CT 06927
Citizenship: U.S.A.
James A. Colica General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road Global Risk Management
Stamford, CT 06927
Citizenship: U.S.A.
Richard D'Avino General Electric Capital Corporation Senior Vice President, Taxes
777 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Robert L. Lewis General Electric Capital Corporation Senior Vice President,
120 Long Ridge Road Structured Finance Group
Stamford, CT 06927
Citizenship: U.S.A.
Marc J. Saperstein General Electric Capital Corporation Senior Vice President,
260 Long Ridge Road Human Resources
Stamford, CT 06927
Citizenship: U.S.A.
Jeffrey S. Werner General Electric Capital Corporation Senior Vice President,
201 High Ridge Road Corporate Treasury and
Stamford, CT 06927 Global Funding Operation
Citizenship: U.S.A.
18
SCHEDULE III TO SCHEDULE 13D
----------------------------
Filed by General Electric Capital Services, Inc.
GENERAL ELECTRIC CAPITAL SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel
260 Long Ridge Road and Secretary
Stamford, CT 06927
Citizenship: U.S.A.
Francis S. Blake General Electric Company Senior Vide President,
3135 Easton Turnpike Corporate Business Development
Fairfield, CT 06431
Citizenship: U.S.A.
James R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
David C. Calhoun GE Aircraft Engines Chief Executive Officer
1 Neumann Way
Cincinnati, OH 45215
Citizenship: U.S.A.
Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
Scott C. Donnelly General Electric CR&D Senior Vice President
One Research Circle
Niskayuna, NY 12309
Citizenship: U.S.A.
Michael D. Frazier GE Financial Assurance President and Chief Executive Officer
6604 W. Broad Street
Richmond, VA 23230
Citizenship: U.S.A.
Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel
3135 Easton Turnpike and Secretary
Fairfield, CT 06431
Citizenship: U.S.A.
Jeffrey R. Immelt General Electric Company President and Chairman-Elect
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
19
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
John H. Myers GE Investment Corporation Chairman and President
3003 Summer Street
Stamford, CT 06904
Citizenship: U.S.A.
Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Parke General Electric Capital Corporation Vice Chairman and Chief Financial
260 Long Ridge Road Officer
Stamford, CT 06927
Citizenship: U.S.A.
Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief
5200 Metcalf Executive Officer
Overland Park, KS 66204
Citizenship: U.S.A.
Gary M. Reiner General Electric Company Senior Vice President and Chief
3135 Easton Turnpike Information Officer
Fairfield, CT 06431
Citizenship: U.S.A.
John M. Samuels General Electric Company Vice President and Senior Counsel,
3135 Easton Turnpike Corporate Taxes
Fairfield, CT 06431
Citizenship: U.S.A.
Keith S. Sherin General Electric Company Senior Vice President and
3135 Easton Turnpike Chief Financial Officer
Fairfield, CT 06431
Citizenship: U.S.A.
Edward D. Stewart General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
William A. Woodburn General Electric Capital Services, Inc Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
20
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Executive Officers
------------------
Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
Denis J. Nayden General Electric Capital Corporation Services, Chairman and Chief Executive Officer
Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Michael D. Fraizer GE Financial Assurance President and Chief Executive Officer
6604 W. Broad Street
Richmond, VA 23230
Citizenship: U.S.A.
Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief
5200 Metcalf Executive Officer
Overland Park, KS 66204
Citizenship: U.S.A.
James A. Parke General Electric Capital Services, Inc. Executive Vice President and Chief
260 Long Ridge Road Financial Officer
Stamford, CT 06927
Citizenship: U.S.A.
Edward D. Stewart General Electric Capital Services, Inc. 1 Executive Vice President
600 Summer Street
Stamford, CT 06927
Citizenship: U.S.A.
William A. Woodburn General Electric Capital Corporation Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Nancy E. Barton General Electric Capital Services, Inc. Senior Vice President, General Counsel
260 Long Ridge Road and Secretary
Stamford, CT 06927
Citizenship: U.S.A.
James A. Colica General Electric Capital Services, Inc. Senior Vice President,
260 Long Ridge Road Global Risk Management
Stamford, CT 06927
Citizenship: U.S.A.
Richard D'Avino General Electric Capital Services, Inc. Senior Vice President, Taxes
777 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
21
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Marc. J. Saperstein General Electric Capital Services, Inc. Senior Vice President, Human Resources
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Jeffrey S. Werner General Electric Capital Services, Inc. Senior Vice President, Corporate
201 High Ridge Road Treasury and Global Funding Operation
Stamford, CT 06927
Citizenship: U.S.A.
22
SCHEDULE IV TO SCHEDULE 13D
---------------------------
Filed by General Electric Company
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Directors
---------
J. I. Cash, Jr. Harvard Business School Professor of Business Administration
Morgan Hall Graduate School of Business
Soldiers Field Road Administration, Harvard University
Boston, MA 02163
S. S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D. D. Dammerman General Electric Company Vice Chairman of the Board and Executive
3135 Easton Turnpike Officer, General Electric Company; Chairman,
Fairfield, CT 06431 General Electric Capital Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge 555 South Broadway
Tarrytown, NY 10591
C. X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief Executive
S.A. de C.V. Officer, Kimberly-Clark de Mexico, S.A. de C.V.
Jose Luis Lagrange 103,
Tercero Piso
Colonia Los Morales
Mexico, D.F. 11510, Mexico
J. R. Immelt General Electric Company President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
A. Jung Avon Products, Inc. President and Chief Executive Officer,
1345 Avenue of the Americas Avon Products, Inc.
New York, NY 10105
K. G. Langone Invemed Associates, Inc. Chairman, President and Chief Executive Officer,
375 Park Avenue Invemed Associates, Inc.
New York, NY 10152
R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive Officer
309 West 49th Street
New York, New York 10019-7316
23
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief Executive Officer,
901 San Antonio Road Sun Microsystems, Inc.
Palo Alto, CA 94303-4900
G. G. Michelson Federated Department Stores Former Member of the Board of Directors,
151 West 34th Street Federated Department Stores
New York, NY 10001
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
R. S. Penske Penske Corporation Chairman of the Board and President, Penske
13400 Outer Drive Corporation
West Detroit, MI 48239-4001
F. H. T. Rhodes Cornell University President Emeritus, Cornell University
3104 Snee Building
Ithaca, NY 14853
A. C. Sigler Champion International Corporation Retired Chairman of the Board and CEO and former
1 Champion Plaza Director, Champion International Corporation
Stamford, CT 06921
D. A. Warner, III J. P. Morgan & Co., Inc. Chairman of the Board, President, and Chief
& Morgan Guaranty Trust Co. Executive Officer, J. P. Morgan & Co.
60 Wall Street Incorporated and Morgan Guaranty Trust Company
New York, NY 10260
J. F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive
30 Rockefeller Plaza Officer, General Electric Company; President and
New York, New York 10112 Chief Executive Officer, National Broadcasting
Company, Inc.
Citizenship
-----------
P. Fresco - Italy
C. X. Gonzalez - Mexico
Andrea Jung - Canada
All Others - U.S.A.
Executive Officers
------------------
J. F. Welch, Jr. General Electric Company Chairman of the Board and Chief Executive Officer
3135 Easton Turnpike
Fairfield, CT 06431
P. D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
24
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
F. S. Blake General Electric Company Senior Vice President - Corporate Business
3135 Easton Turnpike Development
Fairfield, CT 06431
J. R. Bunt General Electric Company Vice President and Treasurer
3135 Easton Turnpike
Fairfield, CT 06431
D. C. Calhoun General Electric Company Senior Vice President - GE Aircraft Engines
1 Neumann Way
Cincinnati, OH 05215
W. J. Conaty General Electric Company Senior Vice President - Human Resources
3135 Easton Turnpike
Fairfield, CT 06431
D. D. Dammerman General Electric Company Vice Chairman of the Board and Executive
3135 Easton Turnpike Officer, General Electric Company; Chairman
Fairfield, CT 06431 General Electric Capital Services, Inc.
Scott C. Donnelly General Electric Company Senior Vice President - Corporate Research and
P.O. Box 8 Development
Schenectady, NY 12301
Matthew J. Espe General Electric Company Senior Vice President - GE Lighting
Nela Park
Cleveland, OH 44112
B. W. Heineman, Jr. General Electric Company Senior Vice President - General Counsel and
3135 Easton Turnpike Secretary
Fairfield, CT 06431
J. R. Immelt General Electric Company President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
J. M. Hogan General Electric Company Senior Vice President - GE Medical Systems
P.O. Box 414
Milwaukee, WI 53201
L. R. Johnston General Electric Company Senior Vice President - GE Appliances
Appliance Park
Louisville, KY 40225
J. Krenicki, Jr. General Electric Company Vice President - GE Transportation Systems
2901 East Lake Road
Erie, PA 16531
R. W. Nelson General Electric Company Vice President - Corporate Financial Planning
3135 Easton Turnpike and Analysis
Fairfield, CT 06431
G. M. Reiner General Electric Company Senior Vice President - Chief Information Officer
3135 Easton Turnpike
Fairfield, CT 06431
25
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
J. G. Rice General Electric Company Senior Vice President - GE Power Systems
1 River Road
Schenectady, NY 12345
G. L. Rogers General Electric Company Senior Vice President - GE Plastics
1 Plastics Avenue
Pittsfield, MA 01201
K. S. Sherin General Electric Company Senior Vice President - Finance and Chief
3135 Easton Turnpike Financial Officer
Fairfield, CT 06431
L. G. Trotter General Electric Company Senior Vice President - GE Industrial Systems
41 Woodford Avenue
Plainville, CT 06062
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive
30 Rockefeller Plaza Officer, General Electric Company; President and
New York, New York 10112 Chief Executive Officer, National Broadcasting
Company, Inc.
All of the above officers are citizens of U.S.A.
26
EXHIBIT INDEX
Exhibit No.
-----------
Exhibit 1(a) First Amendment to Purchase Agreement between the Company and
GECEI, dated as of April 19, 2001.
Exhibit 1(b) Purchase Agreement between the Company and GECEI, dated as of
May 13, 1999*
Exhibit 2 Terms, Preferences, Rights and Limitations of Series A
Convertible Preferred Stock of Transit Group, Inc.*
Exhibit 3 Terms, Preferences, Rights and Limitations of Series B
Convertible Preferred Stock of Transit Group, Inc.
Exhibit 4(a) Amendment and Joinder to Amended and Restated Registration
Rights Agreement by and among the Company, GECEI, GE Capital
and certain other stockholders of the Company, dated as of
April 19, 2001.
Exhibit 4(b) Registration Rights Agreement by and among the Company, GECEI
and certain other Stockholders of the Company dated as of May
13, 1999.*
Exhibit 5(a) Amendment to the Stockholders Agreement by and among GECEI and
other stockholders of the Company dated as of April 19, 2001.
Exhibit 5(b) Stockholders Agreement by and among the Company, GECEI and
certain other stockholders of the Company, dated as of May 13,
1999.*
Exhibit 6 Joint Filing Agreement by and among GE, GECS, GE Capital and
GECEI, dated April 19, 2001.
-------------------------
* Incorporated by reference to the Company's Current Report on Form 8-K dated
May 13, 1999.
27