Edgar Filing: PROLOGIS TRUST

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
---------------------------

PROLOGIS TRUST
(Name of Issuer)

COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $0.01 PER SHARE 743410 10 2
(Title of class of securities) (CUSIP number)

NANCY E. BARTON, ESQ.
GENERAL ELECTRIC CAPITAL CORPORATION
260 LONG RIDGE ROAD
STAMFORD, CONNECTICUT 06927
(203) 357-4000
(Name, address and telephone number of person authorized
to receive notices and communications)

WITH A COPY TO:

RAYMOND O. GIETZ, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153

DECEMBER 14, 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
[ ].

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.

* 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 purposes of Section 18 of the Securities Exchange Act of
1934 (the "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.)

(Continued on following pages)
(Page 1 of 27 pages)

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--------------------------------- ---------------------------------------------- ----------------------------------
CUSIP number 743410 10 2 13D Page 2 of 27 Pages
--------------------------------- ---------------------------------------------- ----------------------------------

---------------------- --------------------------------------------------------- --------------------------------------------------
1 NAME OF REPORTING PERSON: EB ACQUISITION CORP.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [ ]
---------------------- ------------------------------------------------------------------------------------------------------------
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: MARYLAND

--------------------------------- -------- ----------------------------------------------------- ----------------------------------
NUMBER OF 7 SOLE VOTING POWER:
SHARES
-------- ----------------------------------------------------- ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 49,903,814 SHARES OF COMMON
STOCK (SEE ITEMS 2 AND 5)
OWNED BY
-------- ----------------------------------------------------- ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER:
REPORTING
-------- ----------------------------------------------------- ----------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 49,903,814 SHARES OF COMMON
STOCK (SEE ITEMS 2 AND 5)

---------------------- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_]

---------------------- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 28.6%
(SEE ITEMS 2 AND 5)
---------------------- --------------------------------------------------------- --------------------------------------------------
14 TYPE OF REPORTING PERSON: CO

---------------------- --------------------------------------------------------- --------------------------------------------------

--------------------------------- ---------------------------------------------- ----------------------------------
CUSIP number 743410 10 2 13D Page 3 of 27 Pages
--------------------------------- ---------------------------------------------- ----------------------------------

---------------------- --------------------------------------------------------- --------------------------------------------------
1 NAME OF REPORTING PERSON: GE CAPITAL INTERNATIONAL HOLDINGS CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [ ]
---------------------- ------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

---------------------- ----------------------------------- ------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE

---------------------- --------------------------------------------------------- --------------------------------------------------

--------------------------------- ---------------------------------------------- ----------------------------------
CUSIP number 743410 10 2 13D Page 4 of 27 Pages
--------------------------------- ---------------------------------------------- ----------------------------------

---------------------- --------------------------------------------------------- --------------------------------------------------
1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL CORPORATION
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS:
---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [ ]
---------------------- ------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

---------------------- ----------------------------------- ------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE

---------------------- --------------------------------------------------------- --------------------------------------------------

--------------------------------- ---------------------------------------------- ----------------------------------
CUSIP number 743410 10 2 13D Page 5 of 27 Pages
--------------------------------- ---------------------------------------------- ----------------------------------

---------------------- --------------------------------------------------------- --------------------------------------------------
1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC CAPITAL SERVICES, INC.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS:
---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [ ]
---------------------- ------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

---------------------- ----------------------------------- ------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE

--------------------------------- -------- ----------------------------------------------------- ----------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
-------- ----------------------------------------------------- ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: DISCLAIMED (SEE 11 BELOW)
OWNED BY
-------- ----------------------------------------------------- ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
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: [ ]

---------------------- --------------------------------------------------------- --------------------------------------------------
14 TYPE OF REPORTING PERSON: CO

---------------------- --------------------------------------------------------- --------------------------------------------------

--------------------------------- ---------------------------------------------- ----------------------------------
CUSIP number 743410 10 2 13D Page 6 of 27 Pages
--------------------------------- ---------------------------------------------- ----------------------------------

---------------------- --------------------------------------------------------- --------------------------------------------------
1 NAMES OF REPORTING PERSONS: GENERAL ELECTRIC COMPANY
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS:
---------------------- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [ ]
(B) [ ]
---------------------- ------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY

---------------------- ----------------------------------- ------------------------------------------------------------------------
4 SOURCE OF FUNDS: NOT APPLICABLE

--------------------------------- -------- ----------------------------------------------------- ----------------------------------
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
-------- ----------------------------------------------------- ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: DISCLAIMED (SEE 11 BELOW)
OWNED BY
-------- ----------------------------------------------------- ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 0
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

---------------------- --------------------------------------------------------- --------------------------------------------------

ITEM 1. SECURITY AND ISSUER.

This statement relates to the Common Shares of Beneficial
Interest, par value, $0.01 per share (the "Common Stock"), of ProLogis Trust, a
Maryland corporation (the "Company"). The principal executive offices of the
Company are located at 14100 East 35th Place, Aurora, Colorado 80011.

ITEM 2. IDENTITY AND BACKGROUND.

This statement is filed by General Electric Capital
Corporation, a Delaware corporation ("GE Capital"), for and on behalf of itself,
EB Acquisition Corp., a Maryland corporation ("EB"), GE Capital International
Holdings Corporation, a Delaware corporation ("GE Holdings"), General Electric
Capital Services, Inc., a Delaware corporation ("GECS"), and General Electric
Company, a New York corporation ("GE" and, collectively with GE Capital, EB, GE
Holdings and GECS, the "Reporting Persons"). GECS is a wholly owned subsidiary
of GE, GE Capital is a wholly owned subsidiary of GECS, GE Holdings is a wholly
owned subsidiary of GE Capital and EB is a wholly owned subsidiary of GE
Holdings.

As described below under Item 4, GE Capital and EB have
entered into a Merger Agreement (as defined below) with Security Capital Group
Incorporated ("Security Capital"). The shares of Common Stock covered by this
statement on Schedule 13D are beneficially owned by Security Capital. This
statement is being filed solely by reason of the existence of certain covenants
for the benefit of GE Capital and EB set forth in the Merger Agreement relating
to the voting and disposition of the Common Stock by Security Capital as
described below in Item 4. The filing of this statement shall not be construed
as an admission that any of the Reporting Persons are, for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or Rule 13d-3 promulgated thereunder, the beneficial owner of any of the shares
of Common Stock covered by this statement.

GE Capital, together with its affiliates, operates
primarily in the financing industry and, to a lesser degree, in the life
insurance and property/casualty insurance industries and maintains its principal
executive offices at 260 Long Ridge Road, Stamford, Connecticut 06927.

EB was incorporated on December 14, 2001, for the sole
purpose of merging with and into Security Capital pursuant to the Merger
Agreement (as defined below).

GE Holdings is a Delaware corporation with its principal
executive offices located at 1600 Summer Street, Stamford, Connecticut 06905. GE
Holdings is a holding company which owns all the common stock of EB and other
subsidiaries.

GECS is a Delaware corporation with its principal executive
offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a
holding company which owns all the common stock of GE Capital and other
subsidiaries.

GE is a New York corporation with its principal executive
office located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages
in providing a wide variety of industrial, commercial and consumer products and
services.

(a), (b) and (c) For information with respect to the
identity and background of each executive officer and director of each Reporting
Person, see Schedules I, II, III, IV and V attached hereto, respectively.

(d) and (e) During the last five years none of the
Reporting Persons, nor, to the best of their knowledge, any person identified in
Schedules I through V 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.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION.

On December 14, 2001, Security Capital, GE Capital and EB
entered into a Agreement and Plan of Merger, dated as of December 14, 2001 (the
"Merger Agreement"), a copy of which is attached hereto as Exhibit 1 and is
hereby incorporated by reference. Pursuant to the Merger Agreement and subject
to the terms and conditions contained therein, EB will merge with and into
Security Capital (the "Merger"), with Security Capital as the surviving company.
As a result of the Merger, Security Capital will become an indirect wholly owned
subsidiary of GE Capital. In the Merger, shares of Security Capital's Class B
Common Stock, par value $.01 per share (the "Class B shares"), will be converted
into the right to receive consideration consisting of $26 in cash per share,
subject to the substitution therefor as described below and in the Merger
Agreement of a combination of cash and the Common Stock with an agreed aggregate
value of $26 per Class B Share (the "Class B Consideration"), and shares of
Security Capital's Class A Common Stock, par value $0.01 per share (the "Class A
Shares"), will be converted into the right to receive 50 times the Class B
Consideration (the "Class A Consideration").

GE Capital may elect (but no later than the 15th day before
Security Capital's stockholder meeting to vote on the Merger and the Merger
Agreement (the "Group Stockholder Meeting")) to include the Common Stock owned
by Security Capital as part of the Class A Consideration and the Class B
Consideration. If GE Capital so elects, the holders of Class B Shares would
receive $26 in cash per Class B Share less the value of the Common Stock

received by them (with the Common Stock valued for such purposes based upon the
10-day trailing average price of the Common Stock 2 days prior to the Group
Stockholder Meeting), and the holders of the Class A Shares would receive 50
times such amount. GE Capital may also revoke its election to include the Common
Stock as part of the Class A Consideration and Class B Consideration, provided
however that no such revocation may be made if such revocation would make it
reasonably necessary, based upon the advice of Security Capital's independent
counsel, to delay the Group Stockholder Meeting.

With the prior written consent of both Security Capital and
GE Capital, Security Capital may at any time sell any or all of the Common Stock
beneficially owned by it, including to the Company, pursuant to a public
offering or private placement, negotiated third-party purchase or otherwise (a
"ProLogis Sale"). In addition, Security Capital will, at the written request of
GE Capital, use its reasonable best efforts to effect a ProLogis Sale in the
manner requested by GE Capital, and subject to approval by GE Capital of any
final pricing terms. However, Security Capital shall not be required to effect a
ProLogis Sale, or enter into any binding agreement to effect a ProLogis Sale,
prior to the date which is 18 days prior to the then-applicable date of the
Group Stockholder Meeting (provided that if a "road show" with respect to a
ProLogis Sale to be effected by a public offering shall have been commenced on
or after the date which is 22 days prior to the then-applicable date of the
Group Stockholder Meeting, and there shall thereafter be a delay or postponement
of the date of the Group Stockholder Meeting, the relevant date which is 18 days
prior to the previously-applicable date of the Group Stockholder Meeting shall
not be changed for purposes of these obligations). Security Capital will, after
consultation with GE Capital, determine the manager(s) and book runner(s) in the
event of any ProLogis Sale that is an underwritten offering.

In Section 5.1 of the Merger Agreement, Security Capital
has agreed, among other things, to conduct its operations in the ordinary and
usual course of business consistent with past practice and not to take certain
actions, including, among other actions, not to sell, lease or dispose of any
assets (including the shares of Common Stock beneficially owned by Security
Capital) outside the ordinary and usual course of business consistent with past
practice (the "Ordinary Course Covenants"). Security Capital also has agreed to
use commercially reasonable efforts to cause its public investees, including the
Company, to comply with the Ordinary Course Covenants. The Merger Agreement
provides that for these purposes, Security Capital shall be deemed to have used
its commercially reasonable efforts to cause its public investees (including the
Company) to take or not take any actions contemplated by such Section 5.1 if
Security Capital (i) exercises all voting rights to the extent that the taking
or not taking of any action requires a vote of the stockholders of such public
investee, (ii) exercises all rights under any contract or agreement to which
Security Capital or any of its subsidiaries is a party, and (iii) causes its
representatives acting as members of the board of directors or trustees of such
public investees subject to their fiduciary duties to such public investees or
trustees and their shareholders under applicable law, to exercise all rights as
directors of such public investee, as applicable.

Consummation of the Merger is subject to a number of
conditions, including the approval of the Merger Agreement by a majority of the
voting power of the outstanding stock of Security Capital, the absence of any
injunction or other government action preventing the merger, obtaining antitrust
and other required regulatory approvals, the effective registration of the
Common Stock, the accuracy of each parties representations and warranties and
compliance with covenants, and the absence of a Material Adverse Effect (as
defined in the Merger Agreement) having occurred as to Security Capital.

The description of the Merger Agreement set forth in this
Schedule 13D is qualified in its entirety by reference to such agreement, which
is attached hereto as described above and incorporated by reference herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) By reason of the execution and delivery of the
Merger Agreement and the covenants set forth in the Merger Agreement relating to
the Common Stock as described in Item 4 above, for the purpose of Rule 13d-3
promulgated under the Exchange Act, EB, GE Holdings and GE Capital, may be
deemed to have shared voting power and/or shared dispositive power with respect
to (and therefore beneficially own) the 49,903,814 shares of Common Stock
beneficially owned by Security Capital, representing 28.6% of the outstanding
shares of Common Stock. However, the filing of this statement shall not be
construed as an admission that any of EB, GE Holdings, GE Capital, GECS or GE
are, for purposes of Section 13(d) of the Exchange Act, or Rule 13d-3
promulgated thereunder, the beneficial owner of any of the shares of Common
Stock covered by this statement. Except as set forth in this Item 5, neither EB,
GE Holdings, GE Capital nor any person controlling EB, GE Holdings or GE
Capital, nor, to the best of their knowledge after reasonable inquiry, any
person identified on Schedules I through V hereto, owns beneficially any shares
of Common Stock.

(c) Except for the execution and delivery of the Merger
Agreement referenced in Item 4 hereof, no transactions in shares of Common Stock
were effected by any of the Reporting Persons, or, to the best of their
knowledge, any of the persons identified in Schedules I through V hereto, during
the 60 days prior to the date hereof.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Except for the Merger Agreement, to the best knowledge of
the Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between any of the Reporting Persons or any
other person with respect to any securities of the Company, including but not
limited to, transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies or a pledge

or contingency the occurrence of which would give another person voting power
over the shares of Common Stock of the Company.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 Agreement and Plan of Merger, dated as of December 14, 2001,
by and among GE Capital, EB and Security Capital.

Exhibit 2 Joint Filing Agreement, dated as of December 26, 2001 by and
among GE Capital, GE Holdings, EB, GECS and GE to file this
Statement on Schedule 13D with respect to the beneficial
ownership by the undersigned of shares of Common Stock of
ProLogis Trust.

SIGNATURES

After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.

Dated: December 26, 2001

GENERAL ELECTRIC COMPANY*

By: /s/ Nancy E. Barton
-----------------------------------------------
Name: Nancy E. Barton
Title: Attorney-in-Fact

GENERAL ELECTRIC CAPITAL SERVICES, INC.

By: /s/ Nancy E. Barton
-----------------------------------------------
Name: Nancy E. Barton
Title: Senior Vice President

GENERAL ELECTRIC CAPITAL CORPORATION

By: /s/ Nancy E. Barton
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Name: Nancy E. Barton
Title: Senior Vice President

GE CAPITAL INTERNATIONAL HOLDINGS CORPORATION

By: /s/ Sarah Graber
-----------------------------------------------
Name: Sarah Graber
Title: Vice President and Assistant Secretary

EB ACQUISITION CORP.

By: /s/ Kevin Korsh
-----------------------------------------------
Name: Kevin Korsh
Title: Assistant Secretary

----------------------

* 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.

EXHIBIT INDEX

Exhibit No. Description
----------- -----------

1 Agreement and Plan of Merger, dated as of December 14, 2001,
by and among GE Capital, EB and Security Capital.

2 Joint Filing Agreement, dated as of December 26, 2001 by and
among GE Capital, GE Holdings, EB, GECS and GE to file this
Statement on Schedule 13D with respect to the beneficial
ownership by the undersigned of Common Shares of Beneficial
Interest of ProLogis Trust.

SCHEDULE I TO SCHEDULE 13D

Filed by General Electric Capital Corporation

EB ACQUISITION CORP.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the name and present principal
occupation or employment of each director and executive officer of EB
Acquisition Corp. The business address of each director and executive officer is
c/o EB Acquisition Corp., 260 Long Ridge Road, Stamford, Connecticut 06927. All
persons are citizens of the United States, except as set forth below.

Name Present Principal Occupation or Employment
---- ------------------------------------------

Michael Pralle Mr. Pralle is the President and Chief Executive Officer of EB Acquisition
Corp. and the sole member of its Board of Directors.

Stewart Koenigsberg Mr. Koenigsberg is the Vice President and Chief Financial Officer of EB
Acquisition Corp.

Alec Burger Mr. Burger is a Vice President of EB Acquisition Corp.

Mark Kaplow Mr. Kaplow is the Vice President and Secretary of EB Acquisition Corp.

Jayne Day Ms. Day is a Vice President of EB Acquisition Corp.

Robert Pfeiffer Mr. Pfeiffer is a Vice President of EB Acquisition Corp.

Kevin Korsh Mr. Korsh is the Assistant Secretary of EB Acquisition Corp.

SCHEDULE II TO SCHEDULE 13D

Filed by General Electric Capital Corporation

GE CAPITAL INTERNATIONAL HOLDINGS CORPORATION

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the name and present principal
occupation or employment of each director and executive officer of GE Capital
International Holdings Corporation. The business address of each director and
executive officer is c/o GE Capital International Holdings Corporation, 1600
Summer Street, Stamford, Connecticut 06905. All persons are citizens of the
United States, except as set forth below.

Name Present Principal Occupation or Employment
---- ------------------------------------------

Kathryn A. Cassidy Ms. Cassidy is Vice President and Assistant Treasurer of GE Capital
International Holdings Corporation.

Charles Crabtree Mr. Crabtree is a Vice President of GE Capital International Holdings
Corporation.

Richard D'Avino Mr. D'Avino is the sole Director and a Vice President of GE Capital
International Holdings Corporation.

Ray Duggins Mr. Duggins is a Vice President of GE Capital International Holdings Corporation.

Sarah Graber Ms. Graber is a Vice President and Assistant Secretary of GE Capital International
Holdings Corporation.

Leonard Kim Mr. Kim is a Vice President of GE Capital International Holdings Corporation.

Elizabeth Lee Ms. Lee is a Vice President of GE Capital International Holdings Corporation. Ms.
Lee is a citizen of the United Kingdom.

Jonathan Mothner Mr. Mothner is a Vice President and Assistant Secretary of GE Capital International
Holdings Corporation.

David R. Nissen Mr. Nissen is the President of GE Capital International Holdings Corporation.

Mike Pyles Mr. Pyles is a Vice President of GE Capital International Holdings Corporation.

Jim Richmond Mr. Richmond is a Vice President of GE Capital International Holdings Corporation.

Maive Scully Mr. is the Vice President and Treasurer of GE Capital International Holdings
Corporation.

SCHEDULE III TO SCHEDULE 13D

Filed by General Electric Capital Corporation

GENERAL ELECTRIC CAPITAL CORPORATION

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the name and present principal
occupation or employment of each director and executive officer of General
Electric Capital Corporation. The business address of each director and
executive officer is c/o General Electric Capital Corporation, Long Ridge Road,
Stamford, Connecticut 06927, except as set forth below. All persons are citizens
of the United States, except as set forth below

Name Present Principal Occupation or Employment
---- ------------------------------------------

Joan Amble Ms. Amble is the Vice President and Controller of General Electric Capital
Corporation.

Nancy E. Barton Ms. Barton is a Director and the Senior Vice President, General Counsel and Secretary
of General Electric Capital Corporation.

Ferdinando Beccalli Mr. Beccalli is a Director and an Executive Vice President of General Electric
Capital Corporation. Mr. Beccalli is a citizen of Italy.

James R. Bunt Mr. Bunt is a Director of General Electric Capital Corporation.

David L. Calhoun Mr. Calhoun is a Director of General Electric Capital Corporation. His business
address is 1 Neumann Way, Cincinnati, Ohio 45215.

James A. Colica Mr. Colica is the Senior Vice President of Global Risk Management of
General Electric Capital Corporation.

Richard D'Avino Mr. D'Avino is the Senior Vice President, Tax, of General Electric Capital
Corporation.

Dennis D. Dammerman Mr. Dammerman is a Director of General Electric Capital Corporation.

Scott C. Donnelly Mr. Donnelly is a Director of General Electric Capital Corporation.

Michael D. Fraizer Mr. Fraizer is a Director of General Electric Capital Corporation.

Benjamin W. Heineman, Jr. Mr. Heineman is a Director of General Electric Capital Corporation.

Jeffrey R. Immelt Mr. Immelt is a Director of General Electric Capital Corporation.

Robert L. Lewis Mr. Lewis is Senior Vice President of General Electric Capital Corporation.

John H. Myers Mr. Myers is a Director of General Electric Capital Corporation.

Denis J. Nayden Mr. Nayden is the Chairman and Chief Executive Officer of General Electric Capital
Corporation.

Michael A. Neal Mr. Neal is a Director and President and Chief Operating Officer of General Electric
Capital Corporation.

David R. Nissen Mr. Nissen is a Senior Vice President of General Electric Capital Corporation.

James A. Parke Mr. Parke is a Director, Vice Chairman and the Chief Financial Officer of General
Electric Capital Corporation.

Ronald R. Pressman Mr. Pressman is a Director of General Electric Capital Corporation. His business
address is 5200 Metcalf, Overland Park, Kansas 66204.

Gary M. Reiner Mr. Reiner is a Director of General Electric Capital Corporation.

John M. Samuels Mr. Samuels is a Director of General Electric Capital Corporation.

Marc J. Saperstein Mr. Saperstein is Senior Vice President of Human Resources of General Electric
Capital Corporation.

Keith S. Sherin Mr. Sherin is a Director of General Electric Capital Corporation.

Edward D. Stewart Mr. Stewart is a Director and an Executive Vice President of General Electric Capital
Corporation.

Kathryn A. Cassidy Ms. Cassidy is Senior Vice President, Corporate Treasury and Global Funding Operation
of General Electric Capital Corporation.

Robert C. Wright Mr. Wright is a Director of General Electric Capital Corporation. His business
address is 30 Rockefeller Plaza, New York, New York 10112.

SCHEDULE IV 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 and
260 Long Ridge Road Secretary
Stamford, CT 06927
Citizenship: U.S.A.

Ferdinando Beccalli General Electric Capital Corporation Director and Executive Vice President
260 Long Ridge Road
Stamford, CT 06927
Citizenship: Italy

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. Fraizer GE Financial Assurance President and Chief Executive Officer
6604 W. Broad Street
Richmond, VA 23230
Citizenship: U.S.A.

PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------

Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel and
3135 Easton Turnpike Secretary
Fairfield, CT 06431
Citizenship: U.S.A.

Jeffrey R. Immelt General Electric Company President and Chairman
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.

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 Officer
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.

Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief Executive Officer
5200 Metcalf
Overland Park, KS 66204
Citizenship: U.S.A.

Gary M. Reiner General Electric Company Senior Vice President and Chief Information
3135 Easton Turnpike Officer
Fairfield, CT 06431
Citizenship: U.S.A.

PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------

John M. Samuels General Electric Company Vice President and Senior Counsel, Corporate
3135 Easton Turnpike 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
1600 Summer Street
Stamford, CT 06927
Citizenship: U.S.A.

Robert C. Wright 30 Rockefeller Plaza Director
New York, New York 10112

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 Chairman and Chief Executive Officer
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.

PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------

Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief Executive Officer
5200 Metcalf
Overland Park, KS 66204
Citizenship: U.S.A.

James A. Parke General Electric Capital Services, Inc. Executive Vice President and Chief Financial
260 Long Ridge Road Officer
Stamford, CT 06927
Citizenship: U.S.A.

Edward D. Stewart General Electric Capital Services, Inc. Executive Vice President
600 Summer Street
Stamford, CT 06927
Citizenship: U.S.A.

Nancy E. Barton General Electric Capital Services, Inc. Senior Vice President, General Counsel and
260 Long Ridge Road 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.

Marc. J. Saperstein General Electric Capital Services, Inc. Senior Vice President, Human Resources
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.

Kathryn A. Cassidy General Electric Capital Services, Inc. Senior Vice President, Corporate Treasury and
201 High Ridge Road Global Funding Operation
Stamford, CT 06927
Citizenship: U.S.A.

SCHEDULE V 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 4 Lowlyn Road
Westport, CT 06880

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

PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------

A. Jung Avon Products, Inc. President and Chief Executive Officer, Avon
1345 Avenue of the Americas 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, Ogilvy &
309 West 49th Street Mather Worldwide
New York, New York 10019-7316

S. 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

G.L. Rogers General Electric Company Vice Chairman of the Board and Executive
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431

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 Chase & Co., Inc. Chairman of the Board, President, and Chief
The Chase Manhattan Bank and Morgan Guaranty Executive Officer, J. P. Morgan Chase & Co., Inc.
Trust Co.
270 Park Avenue
New York, NY 10017-2070

PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------

R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive
30 Rockefeller Plaza Officer, General Electric Company; Chairman 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

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 - GE Aircraft Engines
1 Neumann Way
Cincinnati, OH 05215

J.P. Campbell General Electric Company Vice President - GE Appliances
Appliance Park
Louisville, KY 40225

W. J. Conaty General Electric Company Senior Vice President - Human Resources
3135 Easton Turnpike
Fairfield, CT 06431

S.C. Donnelly General Electric Company Senior Vice President - Corporate Research and
One Research Circle Development
Niskayuna, NY 12309

PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------

M.J. Espe General Electric Company Senior Vice President - GE Lighting
Nela Park
Cleveland, OH 44112

Y. Fujimori General Electric Company Senior Vice President - GE Plastics
1 Plastics Avenue
Pittsfield, MA 01201

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
Fairfield, CT 06431

J. M. Hogan General Electric Company Senior Vice President - GE Medical Systems
P.O. Box 414
Milwaukee, WI 53201

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

J. G. Rice General Electric Company Senior Vice President - GE Power Systems
1 River Road
Schenectady, NY 12345

G. L. Rogers General Electric Company Vice Chairman of the Board and Executive Officer
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

PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------

W.A. Woodburn General Electric Company Senior Vice President - GE Specialty Materials
41 Woodford Avenue
Plaineville, 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.

Citizenship

Yoshiaki Fujimori Japan

All Others U.S.A.