1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
Under the Securities Exchange Act of 1934
VMIC, Inc.
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(Name of Issuer)
Common Stock ($.10 par value per share)
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(Title of Class of Securities)
N/A
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(CUSIP Number)
Greerson G. McMullen
Senior Vice President and General Counsel
GE Fanuc Automation North America, Inc.
29N and Route 606
Charlottesville, VA 22911
Telephone: (804) 978-5000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Brian J. Fahrney
Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
July 3, 2001
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(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 / /.
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)
2
CUSIP NO. 13D PAGE 2 OF 17 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
GE Fanuc Automation North America, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
Approximately 2,354,664 shares (See Item 4)*
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
Approximately 2,354,664 shares (See Item 4)*
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 2,354,664 shares (See Item 4)*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1% of the Shares issued and outstanding assuming exercise of
the option to purchase Shares granted under the Stock Option
Agreement description in Item 4 of this Statement.
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14 TYPE OF REPORTING PERSON (See Instructions)
CO, HC
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*REPORTING PERSON DISCLAIMS LEGAL AND BENEFICIAL OWNERSHIP OF ALL SHARES.
3
CUSIP NO. 13D PAGE 3 OF 17 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
General Electric Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF
Approximately 2,354,664 shares (See Item 4)*
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
Approximately 2,354,664 shares (See Item 4)*
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Approximately 2,354,664 shares (See Item 4)*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1% of the Shares issued and outstanding assuming exercise of
the option to purchase Shares granted under the Stock Option
Agreement description in Item 4 of this Statement.
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14 TYPE OF REPORTING PERSON (See Instructions)
CO, HC
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*REPORTING PERSON DISCLAIMS LEGAL AND BENEFICIAL OWNERSHIP OF ALL SHARES.
4
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Page 4 of 17 Pages
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.10 par value (the
"Shares"), of VMIC, Inc. ("VMIC"). VMIC's principal executive offices are
located at 12090 South Memorial Parkway, Huntsville, Alabama 35803.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by GE Fanuc Automation North America, Inc., a
Delaware corporation ("GE Fanuc") and General Electric Company, a New York
corporation ("General Electric"). GE Fanuc is an indirect majority owned
subsidiary of General Electric. The principal business address of GE Fanuc is
29N and Route 606, Charlottesville, Virginia 22911. GE Fanuc is a supplier of
industrial control systems. General Electric is one of the largest and most
diversified industrial corporations in the world. General Electric has engaged
in developing, manufacturing and marketing a wide variety of products for the
generation, transmission, distribution, control and utilization of electricity
since its incorporation in 1892. Over the years, General Electric has developed
or acquired new technologies and services that have broadened considerably the
scope of its activities. General Electric's products include major appliances;
lighting products; industrial automation products; medical diagnostic imaging
equipment; motors; electrical distribution and control equipment; locomotives;
power generation and delivery products; nuclear power support services and fuel
assemblies; commercial and military aircraft jet engines; and engineered
materials, such as plastics, silicones and superabrasive industrial diamonds.
General Electric's services include product services; electrical product supply
houses; electrical apparatus installation, engineering, repair and rebuilding
services; and computer-related information services. Through its affiliate, the
National Broadcasting Company, Inc., General Electric delivers network
television services, operates television stations, and provides cable
programming and distribution services. Through another affiliate, General
Electric Capital Services, Inc., General Electric offers a broad array of
financial and other services including consumer financing, commercial and
industrial financing, real estate financing, asset management and leasing,
mortgage services, consumer savings and insurance services, specialty insurance
and reinsurance, and satellite communications. General Electric's principal
executive offices are located at 3135 Easton Turnpike, Fairfield, CT 06431
(telephone (203) 373-2211).
GE Fanuc and General Electric have not and, to the best of GE Fanuc's
and General Electric's knowledge, none of their respective executive officers or
directors has been, convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction resulting in 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.
The name, business address and present principal occupation (including
the name and address of the corporation or organization in which such employment
is conducted) of each executive officer and director of General Electric is set
forth in Schedule A to this Schedule 13D and is specifically incorporated herein
by reference in its entirety. All such persons are citizens of the United States
unless otherwise noted. The name, business address, present principal occupation
(including the name and address of the corporation or organization in which such
employment is conducted) and citizenship of each executive officer and director
of GE Fanuc is set forth in Schedule B to this Schedule 13D and is specifically
incorporated herein by reference in its entirety.
5
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Page 5 of 17 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Stockholder Agreements described in Item 4 of this Statement were
entered into by GE Fanuc and the Stockholders (as defined below) listed in Item
4 as an inducement to GE Fanuc and Shandy Merger Corp., a Delaware corporation
("Shandy"), to enter into the Agreement and Plan of Merger among GE Fanuc,
Shandy and VMIC, dated as of July 3, 2001 (the "Merger Agreement"). The Stock
Option Agreement described in Item 4 of this statement was entered into by GE
Fanuc and VMIC as an inducement to GE Fanuc and Shandy to enter into the Merger
Agreement. Except as set forth in the preceding sentence, none of General
Electric, GE Fanuc nor Shandy has paid consideration in connection with entering
into the Stockholder Agreements or the Stock Option Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
On July 3, 2001, GE Fanuc, Shandy and VMIC entered into the Merger
Agreement, providing for the merger of Shandy with and into VMIC (the "Merger")
for the consideration specified therein, with VMIC surviving the Merger and
becoming a wholly owned subsidiary of GE Fanuc (the "Surviving Corporation").
Pursuant to the Merger Agreement, in the Merger each outstanding Share (other
than Shares that are held in the treasury of VMIC, Shares owned by GE Fanuc or
by any wholly owned subsidiary of GE Fanuc and Shares held by stockholders who
properly perfect appraisal rights under the Delaware General Corporation Law)
will be converted into the right to receive the consideration specified in the
Merger Agreement.
Pursuant to the Merger Agreement, at the effective time of the Merger,
the Certificate of Incorporation of VMIC shall be amended as set forth in
Exhibit E to the Merger Agreement and the Bylaws of Shandy shall be the Bylaws
of the Surviving Corporation; the directors of Shandy shall become the directors
of the Surviving Corporation and the officers of VMIC shall remain the officers
of the Surviving Corporation. It is anticipated that, following the consummation
of the Merger, the Shares will be terminated from registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. A copy of
the Merger Agreement is included as Exhibit 1 hereto and the description of the
Merger Agreement contained herein is qualified in its entirety by reference to
Exhibit 1, which is incorporated herein by reference.
Concurrently with the execution of the Merger Agreement, in order to
induce GE Fanuc and Shandy to enter into the Merger Agreement, Arthur Faulkner,
Gary Saliba, Ernest Potter, Jim Caudle, Carroll Williams, Mary Williams, Gordon
Hubbert, George Meares, Charles McDonald and Alfred Casteleyn (collectively, the
"Stockholders") and who own an aggregate of 2,173,658 (approximately 46.2%) of
the outstanding Shares, entered into stockholder agreements (the "Stockholder
Agreements"), dated as of July 3, 2001, with GE Fanuc.
Pursuant to the Stockholder Agreements, each Stockholder has agreed
that, (a) the Stockholder will vote the Shares held by such Stockholder in favor
of the Merger and the Merger Agreement; (b) the Stockholder will vote his or her
Shares against (i) any other merger agreement or merger, consolidation,
combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by VMIC or any other Takeover
Proposal (as defined in the Merger Agreement) or (ii) any amendment of VMIC's
Certificate of Incorporation or Bylaws or other proposal or transaction
involving VMIC, which amendment or other proposal or transaction would in any
manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or
any of the other transactions contemplated by the Merger Agreement; (c) the
Stockholder will not (i) sell, transfer, pledge, assign or otherwise dispose of,
or enter into any contract, option or other arrangement (including any profit
sharing arrangement) with respect to the sale, transfer, pledge, assignment or
other disposition of, his or her Shares to any person or (ii) enter into any
voting arrangement, whether by proxy, voting agreement or otherwise, in
connection with his or her Shares; (d) the Stockholder will not, and will not
permit any investment banker, attorney or other adviser or representative of
such Stockholder to, (i) directly or indirectly solicit, initiate or encourage
the submission of, any Takeover Proposal or (ii) directly or indirectly
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Takeover Proposal; and (e) the Stockholder will use
the Stockholder's best efforts to support, consummate and make effective the
Merger and the other transactions contemplated by the Merger Agreement.
The Stockholder Agreements terminate upon the earlier of (i) the
effective time of the Merger and (ii) six months after the termination of the
Merger Agreement (except in certain circumstances, upon termination of the
Merger Agreement as set forth in the Stockholder Agreements).
In addition to the Stockholder Agreements, GE Fanuc and VMIC entered
into a Stock Option Agreement, dated as of July 3, 2001 (the "Stock Option
Agreement"), pursuant to which VMIC has granted GE Fanuc an option
6
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Page 6 of 17 Pages
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to purchase (the "Option") from time to time up to the number of Shares, such
that the aggregate number of Shares for which the Option is exercisable, when
added to the number of Shares held legally and beneficially by the Stockholders,
equals 50.1% of the aggregate Shares then outstanding (on a fully diluted
basis), at a price of $13.403 per Share.
The description of the Stockholder Agreements and the Stock Option
Agreement contained herein is qualified in its entirety by reference to the
copies of the form of Stockholder Agreements included as Exhibit 2 and the Stock
Option Agreement included as Exhibit 4 hereto, which are incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (c) By reason of the Stockholder Agreements and the Stock Option
Agreement described in Item 4, General Electric and GE Fanuc may be
deemed to be the beneficial owner of, in the aggregate, 2,354,664
Shares. Such Shares represent approximately 50.1% of the outstanding
Shares, based upon the number of Shares outstanding as of July 3, 2001.
By virtue of the limited nature of the Stockholder Agreements and Stock
Option Agreement, General Electric and GE Fanuc expressly disclaim
beneficial ownership of such Shares. Except as described in this
Schedule 13D, neither General Electric or GE Fanuc nor, to the best
knowledge of General Electric and GE Fanuc, any of the persons listed
in Item 2 above, beneficially owns or has acquired or disposed of any
Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described in Item 4, GE Fanuc anticipates that it will acquire the
entire equity interest in VMIC pursuant to the Merger Agreement.
Other than the Merger Agreement, the Stock Option Agreement and the
Stockholder Agreements described in Item 4 to this Statement, to the
best knowledge of General Electric and GE Fanuc, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) between the persons listed in Item 2 of this Statement and
any person with respect to the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1 Agreement and Plan of Merger, dated as of July 3, 2001, among GE
Fanuc, Shandy and VMIC (incorporated by reference to Exhibit 2.1
to the Current Report on Form 8-K of VMIC filed on July 5, 2001).
2 Form of Stockholder Agreement, dated as of July 3, 2001, among GE
Fanuc and certain stockholders of VMIC (incorporated by reference
to Exhibit 2.1 (see Exhibit A of the Merger Agreement) to the
Current Report on Form 8-K of VMIC filed on July 5, 2001).
3 Schedule listing each stockholder and the number of shares owned
by such stockholder as set forth in the Stockholder Agreement
entered into by such stockholder and GE Fanuc.
4. Stock Option Agreement, dated as of July 3, 2001, between GE
Fanuc and VMIC (incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K of VMIC filed on July 5, 2001).
7
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Page 7 of 17 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of July 13, 2001.
GE FANUC AUTOMATION NORTH AMERICA, INC.
By: /s/ Greerson G. McMullen
--------------------------------
Name: Greerson G. McMullen
Title: Senior Vice President and
General Counsel
GENERAL ELECTRIC COMPANY
By: /s/ Robert E. Healing
--------------------------------
Name: Robert E. Healing
Title: Corporate Counsel
8
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Page 8 of 17 Pages
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Exhibit Index
Exhibit No. Description
----------- -----------
1 Agreement and Plan of Merger, dated as of July 3, 2001,
among GE Fanuc, Shandy and VMIC (incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K of VMIC
filed on July 5, 2001).
2 Form of Stockholder Agreement, dated as of July 3, 2001,
among GE Fanuc and certain stockholders of VMIC
(incorporated by reference to Exhibit 2.1 (see Exhibit A of
the Merger Agreement) to the Current Report on Form 8-K of
VMIC filed on July 5, 2001).
3 Schedule listing each stockholder and the number of shares
owned by such stockholder as set forth in the Stockholder
Agreement entered into by such stockholder and GE Fanuc.
4 Stock Option Agreement, dated as of July 3, 2001, between GE
Fanuc and VMIC (incorporated by reference to Exhibit 99.2 to
the Current Report on Form 8-K of VMIC filed on July 5,
2001).
9
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Page 9 of 17 Pages
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Exhibit 3
SCHEDULE OF STOCKHOLDERS
Stockholder Shares
----------- ------
Arthur Faulkner 28,090
Gary Saliba 40,134
Ernest Potter 95,714
Jim Caudle 13,343
Carroll Williams 1,112,099
Mary Williams 541,510
Gordon Hubbert 38,248
George Meares 61,798
Charles McDonald 106,666
Alfred Casteleyn 136,056
10
SCHEDULE A
GENERAL ELECTRIC COMPANY
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J.I.Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
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
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge 4 Lowlyn Road
Westport, CT 06880
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 President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
11
GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer
New York, NY 10019-7316
S.G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853
G. L. Rogers General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan Chase & Co., Chairman of the Board
The Chase Manhattan Bank and
Morgan Guaranty Trust Co. of New York
270 Park Avenue
New York, NY 10017-2070
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
12
GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship
-----------
P. Fresco Italy
C. X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
13
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
J.R. Immelt General Electric Company President
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
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 -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
J.P. Campbell General Electric Company Vice President -
Appliance Park GE Appliances
Louisville, KY 40225
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.
S. C. Donnelly General Electric Company Senior Vice President -
One Research Circle Corporate Research
Niskayuna 12309 and Development
M. J. Espe General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44112
Y. Fujimori General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
14
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431
J.M. Hogan General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
J. Krenicki, Jr. General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06431 and Analysis
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J. G. Rice General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
G.L. Rogers General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
K.S. Sherin General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06431
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
15
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
W. A. Woodburn General Electric Company Senior Vice President -
41 Woodford Avenue GE Specialty Chemicals
Plainville, CT 06062
R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship of All Executive Officers
-------------------------------------
U.S.A.
16
SCHEDULE B
GE FANUC AUTOMATION NORTH AMERICA, INC.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
---- ---------------- -------------------- -----------
Douglas O. Albert GE Fanuc Automation North America, Inc. Vice President, Market and USA
29N & Rt. 606 Business Development of GE
Charlottesville, VA 22911 Fanuc
Bernie B. Anger Total Control Products (Canada), Inc. Vice President, Software Argentina
2700 Oxford Tower Development of GE Fanuc
10235 - 101 Street
Edmonton, Alberta T5J 3G1 Canada
James L. Berlin GE Fanuc Automation North America, Inc. Senior Vice President, USA
29N & Rt. 606 Hardware Technology of GE Fanuc
Charlottesville, VA 22911
Donald C. Borwhat GE Fanuc Automation North America, Inc. Senior Vice President, Human USA
29N & Rt. 606 Resources and Public Relations
Charlottesville, VA 22911 of GE Fanuc
Mary A. Doddy GE Fanuc Automation North America, Inc. Vice President, Six Sigma of USA
29N & Rt. 606 GE Fanuc
Charlottesville, VA 22911
David A. Friesema GE Fanuc Automation North America, Inc. Senior Vice President, USA
29N & Rt. 606 Manufacturing of GE Fanuc
Charlottesville, VA 22911
Dr. Eng. Yoshiharu Inaba FANUC Ltd. Director/Co-Chairman of GE Japan
Oshino-mura Fanuc, Chairman Emeritus of
Yamanashi Prefecture Fanuc Ltd.
401-0597 Japan
Tomoaki Ishibe GE Fanuc Automation North America, Inc. Director of GE Fanuc Japan
29N & Rt. 606
Charlottesville, VA 22911
Katsuo Kohari GE Fanuc Automation North America, Inc. Director/Executive Vice Japan
29N & Rt. 606 President of GE Fanuc
Charlottesville, VA 22911
Robert J. Lawson GE Fanuc Automation North America, Inc. Director/Treasurer of GE Fanuc USA
29N & Rt. 606
Charlottesville, VA 22911
Greerson G. McMullen GE Fanuc Automation North America, Inc. Senior Vice President and USA
29N & Rt. 606 General Counsel of GE Fanuc
Charlottesville, VA 22911
17
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
---- ---------------- -------------------- -----------
Lorrie M. Norrington GE Fanuc Automation North America, Inc. Director/President & CEO of USA
29N & Rt. 606 GE Fanuc
Charlottesville, VA 22911
Kevin D. O'Connor GE Fanuc Automation North America, Inc. Vice President, Sales of GE USA
29N & Rt. 606 Fanuc
Charlottesville, VA 22911
Robert F. Oelschlager GE Fanuc Automation North America, Inc. Director/Senior Vice USA
29N & Rt. 606 President, Operations of GE
Charlottesville, VA 22911 Fanuc
Douglas E. Peterson GE Fanuc Automation North America, Inc. Director/Vice President, CNC USA
29N & Rt. 606 Business of GE Fanuc
Charlottesville, VA 22911
Kevin M. Roach GE Fanuc Automation North America, Inc. Vice President, Software USA
1 Columbia Circle Business of GE Fanuc
Albany, NY 12203-5189
Gaylord W. Seemann GE Fanuc Automation North America, Inc. Chief Information Officer of USA
29N & Rt. 606 GE Fanuc
Charlottesville, VA 22911
Naoki Shimizu GE Fanuc Automation North America, Inc. Director/Secretary of GE Fanuc USA
29N & Rt. 606
Charlottesville, VA 22911
Lloyd G. Trotter GE Industrial Systems, Inc. Director/Co-Chairman of GE USA
41 Woodford Avenue Fanuc
Plainville, CT 06062 Senior Vice President of GE
Industrial Systems
Vincent L. Tullo GE Fanuc Automation North America, Inc. Senior Vice President, USA
29N & Rt. 606 Automation Equipment Business
Charlottesville, VA 22911 of GE Fanuc
Eric K. Wallace GE Fanuc Automation North America, Inc. Vice President, Services of GE USA
29N & Rt. 606 Fanuc
Charlottesville, VA 22911
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