Edgar Filing: IMATRON INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

IMATRON INC.
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(Name of Issuer)

COMMON STOCK, NO PAR VALUE PER SHARE
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(Title of Class of Securities)

737397109
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(CUSIP Number)

ROBERT E. HEALING CORPORATE COUNSEL, GENERAL ELECTRIC COMPANY
3135 Easton Turnpike, Fairfield, CT 06431
(203) 373-2243
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

SEPTEMBER 21, 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 that is the subject of this schedule 13D, and is
filing this schedule because of Sections 240.13d-1(3), 240.13d-1(f) or
240.13d-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 Section 240.13d-7
for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.

CUSIP NO. 550362107 13D Page 2 of 6 pages

1. Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person

General Electric Company 14-0689340

2. Check The Appropriate Box If A Member Of A Group*

a) / /

b) /X/

3. SEC Use Only

4. Source of Funds (See Instructions) WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) / /

6. Citizenship or Place of Organization NEW YORK

7. Number of Shares Beneficially Owned by Each Reporting Person With

7. Sole Voting Power 20,923,486

8. Shared Voting Power 10,641,556

9. Sole Dispositive Power 20,923,486

10. Shared Dispositive Power 10,641,556

11. Aggregate Amount Beneficially Owned by Each Reporting Person 31,565,042

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)

13. Percent of Class Represented by Amount in Row (11) 24%

14. Type of Reporting Person (See Instructions) CO

ITEM 1. SECURITY AND ISSUER

This Statement relates to the Common Stock, no par value per share (the
"Common Stock") of Imatron Inc. ("Imatron" or the "Issuer"), which may be
acquired by Reporting Person upon exercise of the Reporting Person's option to
acquire shares of Issuer's Common Stock. The principal executive offices of the
Issuer are located at 389 Oyster Point Boulevard, South San Francisco,
California, 94080.

ITEM 2. IDENTITY AND BACKGROUND

The Reporting Person is General Electric Company, a New York corporation
("GE"). GE is one of the largest and most diversified industrial corporations in
the world. GE 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, GE
has developed or acquired new technologies and services that have broadened
considerably the scope of its activities.

GE'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.

GE'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., GE delivers network television services, operates
television stations, and provides cable programming and distribution services.
Through another affiliate, General Electric Capital Services, Inc., GE 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.

GE operates in more than 100 countries around the world, including 280
manufacturing plants in 26 different nations. GE's principal executive offices
are located at 3135 Easton Turnpike, Fairfield, CT 06431 (telephone (203)
373-2211).

The names, business address and principal occupations of each of Reporting
Person's executive officers and directors are set forth in Exhibit A attached
hereto, which is incorporated herein by this reference. All such persons are
citizens of the United States unless otherwise noted in Exhibit A.

During the last five years, none of the persons named in this Item 2 has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

GE has not and, to the best of GE's knowledge, none of the directors and
executive officers of GE has been, during the last five years, 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

The Stock Option Agreement described in Item 6 of this Statement was
entered into by GE and Imatron as an inducement to GE to enter into the Merger
Agreement described in Item 6. The exercise price for such option is $1.89 per
share, payable in cash. The maximum amount payable is $39,545,389 (based on the
total

number of shares of Imatron Common Stock issued and outstanding on September 20,
2001). GE would pay this amount out of working capital.

The Shareholder Agreements described in Item 6 of this Statement were
entered into between GE and each of Lewis Meyer, Douglas Boyd, Terry Ross and
Jose Maria Salema Garcao as an inducement to GE to enter into the Merger
Agreement described in Item 6. These Agreements contain an option for GE to
purchase between 7,189,566 and 10,641,556 shares of stock (see Item 6 below).
The exercise price for such options is $1.89 per share, payable in cash. The
maximum amount payable is $20,112,541. GE would pay this amount out of working
capital.

ITEM 4. PURPOSE OF TRANSACTION

GE entered into the Stock Option Agreement and the Shareholder Agreements
in order to help ensure the closing of the Merger Agreement described in Item 6.
GE presently anticipates that it will acquire all of the outstanding Common
Stock of Imatron upon consummation of the Merger described in Item 6.

ITEM 5. INTEREST IN SECURITIES OF ISSUER

(a) - (c) By reason of the Stock Option Agreement, GE may be deemed to be
the beneficial owner (with sole power to vote and sole power to direct
disposition) of 20,923,486 shares of Imatron Common Stock (the "Stock Option
Shares") (based on the number of shares of Imatron Common Stock outstanding as
of the date of the Stock Option Agreement), which may be deemed to represent
beneficial ownership of approximately 17% of the Imatron Common Stock under Rule
13d-3(d). The Stock Option Shares would be shares newly issued by Imatron. If
Imatron issues additional shares of Common Stock, the number of Stock Option
Shares will be increased so that they would continue to represent prior to
issuance slightly less than 20% of the shares of Imatron Common Stock then
issued and outstanding.

By reason of the Shareholder Agreements, GE may be deemed to be the
beneficial owner of up to 10,641,556 shares optioned under those agreements (the
"Shareholder Shares") and, together with the Subject Shareholders may be deemed
to have shared power to vote or direct the vote of the Shareholder Shares and
shared power to dispose or direct the disposition of the Shareholder Shares. In
the press release of GE and Imatron announcing the signing of the Merger
Agreement, Stock Option Agreement and Shareholder Agreements, filed pursuant to
Rule 425 of the Securities Act on September 24, 2001, it was reported that the
Subject Shareholders were "shareholders representing 11% of the Imatron shares
outstanding on a fully diluted basis." Although the Subject Shareholders
beneficially own 11% of the Imatron Common Stock, the actual amount of shares
beneficially owned by the Subject Shareholders that is also subject to the
Shareholder Agreements, calculated using Rule 13d-3(d), is approximately 10% of
the Imatron Common Stock, based upon the number of shares outstanding as of
September 20, 2001, and assuming acceleration and exercise of all stock options
and warrants held by the Subject Shareholders (including stock options and
warrants having an exercise price that is greater than $1.89 per share). See
Item 6.

GE's total combined beneficial ownership of Imatron Common Stock as a
result of the Stock Option Agreement and the Shareholder Agreements may be
deemed to be approximately 24%.

For purposes of computing and reporting beneficial ownership as a result of
the options granted under the Stock Option Agreement and the Shareholder
Agreements, GE has assumed that such options will become exercisable within 60
days of the date of this Schedule 13D (see Item 6). However, because the
circumstances under which GE could purchase such shares under these agreements
are beyond the control of GE, GE disclaims beneficial ownership of all such
shares.

Except as described in this Schedule 13D, neither GE nor, to the best
knowledge of GE, any of the persons listed in Item 2 above beneficially owns any
shares of Imatron Common Stock. Except as described in

this Schedule 13D, neither GE nor, to the best of its knowledge, any of the
persons listed in Item 2 above has effected any transactions in Imatron Common
Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

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

On September 21, 2001, GE, Ruby Merger Corp., a New Jersey corporation and
a wholly owned subsidiary of GE ("Sub") and Imatron entered into an Agreement
and Plan of Merger (the "Merger Agreement") providing for the merger of Sub with
and into Imatron (the "Merger"), with Imatron surviving the Merger and becoming
a wholly-owned subsidiary of GE. By virtue of the Merger, each outstanding share
of Imatron Common Stock (other than shares held by Imatron or its subsidiaries
or GE or any wholly-owned subsidiaries of GE) will be converted into the right
to receive that number of shares of common stock, par value $0.06 per share, of
GE (the "GE Common Stock") determined by dividing $1.89 by the Average GE Share
Price (as defined below).

The "Average GE Share Price" is the average of the daily volume-weighted
sales prices per share of GE Common Stock on the New York Stock Exchange Tape
for each of the ten consecutive trading days ending on the trading day which is
five calendar days prior to the closing date of the Merger. After the Merger,
the directors of Sub immediately prior to the consummation of the Merger will
become directors of Imatron. Following the consummation of the Merger, the
Imatron Common Stock will be delisted from the NASDAQ and the Imatron Common
Stock 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 99(a) hereto and the description of the Merger Agreement
contained herein is qualified in its entirety by reference to such exhibit,
which is incorporated by reference.

Immediately prior to the execution of the Merger Agreement, in order to
induce GE to enter into the Merger Agreement, GE and Imatron entered into the
Stock Option Agreement (the "Stock Option Agreement") in which Imatron granted
to GE an option (the "Option") to purchase up to a number of shares that,
immediately prior to issuance, would represent approximately 20% of the then
issued and outstanding shares of Imatron Common Stock at an exercise price of
$1.89 per share, payable in cash.

The Option is immediately exercisable if one or more of the following
events occurs: (a) any person, corporation, partnership, limited liability
company or other entity or group (singularly or collectively hereinafter, a
"Person"), acquires or becomes the beneficial owner of 20% or more of the
outstanding shares of Imatron Common Stock, (b) any group is formed which
beneficially owns 20% or more of the outstanding shares of Imatron Common stock;
(c) any person shall have commenced a tender or exchange offer for 20% or more
of the then outstanding shares of Imatron Common Stock or publicly proposed any
bona fide merger, consolidation or acquisition of all or substantially all the
assets of Imatron, or other similar business combination involving Imatron; (d)
Imatron enters into, or announces that it proposes to enter into, an agreement,
including, without limitation, an agreement in principle, providing for a merger
or other business combination involving Imatron or a "significant subsidiary"
(as defined in rule 1.02(w) of Regulation S-X as promulgated by the Securities
and Exchange Commission) of Imatron or the acquisition of a substantial interest
in, or a substantial portion of the assets, business or operations of, Imatron
or a significant subsidiary (other than the transactions contemplated by the
Merger Agreement); (e) any Person is granted any option or right, conditional or
otherwise, to acquire or otherwise become the beneficial owner of shares of
Imatron Common Stock which, together with all shares of Imatron Common Stock
beneficially owned by such Person, results or would result in such Person being
the beneficial owner of 20% or more of the outstanding shares of Imatron

Common Stock; or (f) there is a public announcement with respect to a plan or
intention by a person, other than GE or its affiliates, to effect any of the
foregoing transactions.

The Option terminates upon the earlier to occur of (i) the closing of the
transactions contemplated by the Merger and (ii) the termination of the Merger
Agreement in accordance with its terms; PROVIDED, HOWEVER, that the Option will
not terminate until 12 months after a termination pursuant to clause (ii)
immediately above under circumstances specified in the Stock Option Agreement.

A copy of the Stock Option Agreement entered into between GE and Imatron is
filed as Exhibit 99(b) hereto and the description contained herein is qualified
in its entirety by reference to such exhibit, which is incorporated herein by
reference.

Immediately prior to the execution of the Merger Agreement, in order to
induce GE to enter into the Merger Agreement, Lewis Meyer, owner of 237,041
shares and options to purchase 1,560,000 shares, Douglas Boyd, owner of
1,942,042 shares, Terry Ross, owner of 5,372,105 shares and warrants to purchase
560,000 shares and Jose Maria Salema Garcao, owner of 1,250,000 shares and a
warrant to acquire 1,500,000 shares (collectively, the "Subject Shareholders"),
entered into Shareholder Agreements with GE (the "Shareholder Agreements")
governing their shares. The Shareholder Agreement between GE and Mr. Ross covers
only 70% of the shares held (or hereafter acquired pursuant to the exercise of
warrants) by Mr. Ross.

The Shareholder Agreements provide, among other things, that so long as the
Shareholder Agreements are in effect, the Subject Shareholders will: (i) vote
(or cause to be voted or to act by consent) the Shareholder Shares in favor of
the Merger and all transactions contemplated by the Merger Agreement, (ii) vote
(or cause to be voted or to act by consent) the Shareholder Shares against any
action or agreement which would impede, frustrate, prevent or nullify the
Merger, the Merger Agreement, or any transactions contemplated by the Merger
Agreement and (iii) grant to GE a proxy to vote the Shareholder Shares in favor
of the Merger. Additionally, except in limited circumstances, the Subject
Shareholders are prohibited from selling, transferring, assigning or pledging
the Shareholder Shares.

The Shareholder Agreements also grant to GE an option (the "Shareholder
Option") to purchase the Shareholder Shares at an exercise price of $1.89 per
share, payable in cash. The Shareholder Option is immediately exercisable if one
or more of the following events occurs: (a) any person, corporation,
partnership, limited liability company or other entity or group (singularly or
collectively hereinafter, a "Person"), acquires or becomes the beneficial owner
of 20% or more of the outstanding shares of Imatron Common Stock, (b) any group
is formed which beneficially owns 20% or more of the outstanding shares of
Imatron Common stock; (c) any person shall have commenced a tender or exchange
offer for 20% or more of the then outstanding shares of Imatron Common Stock or
publicly proposed any bona fide merger, consolidation or acquisition of all or
substantially all the assets of Imatron, or other similar business combination
involving Imatron; (d) Imatron enters into, or announces that it proposes to
enter into, an agreement, including, without limitation, an agreement in
principle, providing for a merger or other business combination involving
Imatron or a "significant subsidiary" (as defined in rule 1.02(w) of Regulation
S-X as promulgated by the Securities and Exchange Commission) of Imatron or the
acquisition of a substantial interest in, or a substantial portion of the
assets, business or operations of, Imatron or a significant subsidiary (other
than the transactions contemplated by the Merger Agreement); (e) any Person is
granted any option or right, conditional or otherwise, to acquire or otherwise
become the beneficial owner of shares of Imatron Common Stock which, together
with all shares of Imatron Common Stock beneficially owned by such Person,
results or would result in such Person being the beneficial owner of 20% or more
of the outstanding shares of Imatron Common Stock; or (f) there is a public
announcement with respect to a plan or intention by any person, other than GE or
its affiliates, to effect any of the foregoing transactions.

The Subject Shareholders' obligations under the Shareholder Agreement
terminate on the earlier to occur of (i) 6 months after the termination of the
Merger Agreement in accordance with its terms (or, in the case of the agreement
with Mr. Ross, 60 days after the termination of the Merger Agreement in
accordance with its terms), or (ii) the effective time of the Merger PROVIDED,
HOWEVER, that the under certain circumstances specified in the Shareholder
Agreement the obligations terminate immediately upon a termination of the Merger
Agreement.

The Shareholder Agreements affect 10,641,557 shares of Imatron Common
Stock, assuming full acceleration and exercise of all stock options and warrants
that are covered by the Shareholder Agreements (including stock options and
warrants having an exercise price that is greater than $1.89 per share).
However, the Shareholder Agreements do not require the Subject Shareholders to
exercise their stock options or warrants. If such options or warrants are not
exercised, the Shareholder Agreements would affect 7,189,556 of the shares that
are currently issued and outstanding and held by the Subject Shareholders.

A copy of each of the Shareholder Agreements entered into between GE, and
the Subject Shareholders is filed as Exhibit 99(c) and Exhibit 99(d) hereto and
the description contained herein is qualified in its entirety by reference to
such exhibit, which is incorporated herein by reference.

ITEM 7. EXHIBITS

EXHIBIT A Identity and Background of Directors and Executive Officers of
Reporting Persons and Item 2(d) Information

99(a) Agreement and Plan of Merger Among General Electric Company, Ruby
Merger Corp., and Imatron Inc. dated September 21, 2001.

99(b) Stock Option Agreement dated September 21, 2001 between General
Electric Company and Imatron Inc.

99(c) Shareholder Agreement dated September 21, 2001 among General Electric
Company, Lewis Meyer, Douglas Boyd and Jose Maria Salema Garcao.

99(d) Shareholder Agreement dated September 21, 2001 between General
Electric Company and Terry Ross.

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: September 26, 2001

GENERAL ELECTRIC COMPANY

/s/ Robert E. Healing

By: Robert E. Healing
As Attorney-in-Fact*

* Power-of-Attorney incorporated herein by reference to the Statement of
Beneficial Ownership on Form 13D filed by General Electric Company with regard
to its beneficial ownership of shares of Mecon, Inc. Common Stock filed on
December 3, 1999.

SCHEDULE 13D

EXHIBIT INDEX

EXHIBIT A Identity and Background of Directors and Executive Officers of
Reporting Persons and Item 2(d) Information

99(a) Agreement and Plan of Merger Among General Electric Company, Ruby
Merger Corp., and Imatron Inc. dated September 21, 2001.

99(b) Stock Option Agreement dated September 21, 2001 between General
Electric Company and Imatron Inc.

99(c) Shareholder Agreement dated September 21, 2001 among General Electric
Company, Lewis Meyer, Douglas Boyd and Jose Maria Salema Garcao.

99(d) Shareholder Agreement dated September 21, 2001 between General
Electric Company and Terry Ross.

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 Former Executive Vice President
Westport, CT 06880 Kraft Foods, Inc.

C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510, Mexico

J. R. Immelt General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric Company

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.

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
270 Park Avenue The Chase Manhattan Bank and
New York, NY 10017-2070 Morgan Guaranty Trust Co. of New York

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.

GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS

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

J.R. Immelt General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 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

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

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

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 Materials
Plainville, CT 06062

CITIZENSHIP

Yoshiaki Fujimori Japan
All Others U.S.A.