-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rky8QJBRAslMW98pAl+C5ScZT5OCf96tcgsCtrQrmHll2pvQK3uo0WGeXNxuBt0s CSjUl0epFQcvDXMvFv+aQg== 0000950150-01-000046.txt : 20010123 0000950150-01-000046.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950150-01-000046 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010119 GROUP MEMBERS: GE CAPITAL EQUITY INVESTMENTS INC GROUP MEMBERS: GE CAPITAL EQUITY INVESTMENTS, INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: NATIONAL BROADCASTING COMPANY HOLDING, INC. GROUP MEMBERS: NATIONAL BROADCASTING COMPANY, INC. GROUP MEMBERS: NBC-NTOP HOLDING, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NET2PHONE INC CENTRAL INDEX KEY: 0001086472 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223559037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56655 FILM NUMBER: 1512086 BUSINESS ADDRESS: STREET 1: 520 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: 2019282990 MAIL ADDRESS: STREET 1: 17 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GE CAPITAL EQUITY INVESTMENTS INC CENTRAL INDEX KEY: 0001093083 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 061268495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033576839 MAIL ADDRESS: STREET 1: 120 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 SC 13D/A 1 a68631a2sc13da.txt AMENDMENT NO. 2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NET2PHONE, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 64108N106 (CUSIP Number) Elizabeth Newell, Esq. National Broadcasting Company, Inc. 30 Rockfeller Plaza New York, New York, 10112 (212) 664-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 6 - 14, 2000 (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 Sections 240.13d-1(e), 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(d) 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). 2 SCHEDULE 13D CUSIP NO. 64108N106 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) GE Capital Equity Investments, Inc. 06-1268495 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ------------------------------------------------------------ EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 1,418,333 ------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,213,486 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,418,333 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- ** Represents the Reporting Person's ownership percentage of the outstanding shares of Common Stock of the Issuer. The foregoing percentage is based on the number of shares of Common Stock outstanding as of December 11, 2000 as reported in the Issuer's Form 10Q dated December 15, 2000. 3 SCHEDULE 13D CUSIP NO. 64108N106 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Corporation 13-1500700 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 1,418,333 ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,213,486 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,418,333 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- ** REPRESENTS THE REPORTING PERSON'S OWNERSHIP PERCENTAGE OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE ISSUER. THE FOREGOING PERCENTAGE IS BASED ON THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF DECEMBER 11, 2000 AS REPORTED IN THE ISSUER'S FORM 10Q DATED DECEMBER 15, 2000. 4 SCHEDULE 13D CUSIP NO. 64108N106 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) National Broadcasting Company, Inc. 14-1682529 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 204,847 --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 204,847 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,847 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] The amount in Row 11 does not include 1,213,486 shares of the Issuer's Common Stock beneficially owned by GE Capital Equity Investments, Inc. and General Electric Capital Corporation, beneficial ownership of which is disclaimed by National Broadcasting Company, Inc. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- ** Represents the Reporting Person's ownership percentage of the outstanding shares of Common Stock of the Issuer. The foregoing percentage is based on the number of shares of Common Stock outstanding as of December 11, 2000 as reported in the Issuer's Form 10Q dated December 15, 2000. 5 SCHEDULE 13D CUSIP NO. 64108N106 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) National Broadcasting Company Holding, Inc. 13-3448662 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY Disclaimed (See 11 below) OWNED BY --------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER Disclaimed (See 11 below) --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares disclaimed by National Broadcasting Company Holding, Inc. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not Applicable (See 11 above) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 6 SCHEDULE 13D CUSIP NO. 64108N106 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) General Electric Capital Services, Inc. 06-1095035 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY Disclaimed (See 11 below) OWNED BY --------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER Disclaimed (See 11 below) --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial ownership of all shares disclaimed by General Electric Capital Services Inc. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not Applicable (See 11 above) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 7 SCHEDULE 13D CUSIP NO. 64108N106 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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 Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY Disclaimed (See 11 below) OWNED BY --------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER Disclaimed (See 11 below) --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 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 - -------------------------------------------------------------------------------- 8 SCHEDULE 13D CUSIP NO. 64108N106 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NBC-NTOP Holding, Inc. 13-4078683 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 204,847 --------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 204,847 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,847 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] The amount in Row 11 does not include 1,213,486 shares of the Issuer's Common Stock beneficially owned by GE Capital Equity Investments, Inc. and General Electric Capital Corporation, beneficial ownership of which is disclaimed by National Broadcasting Company, Inc. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- ** Represents the Reporting Person's ownership percentage of the outstanding shares of Common Stock of the Issuer. The foregoing percentage is based on the number of shares of Common Stock outstanding as of December 11, 2000 as reported in the Issuer's Form 10Q dated December 15, 2000. 9 ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends the Schedule 13D filed on August 9, 1999 (the "Original Schedule 13D"), as amended by that certain Amendment No. 1 to Schedule 13D filed on September 30, 1999, which relate to the common stock, par value $.01 per share ("Common Stock"), of Net2Phone, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 171 Main Street, Hackensack, New Jersey 07601. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by GE Capital Equity Investments, Inc. ("GECEI"), for and on behalf of itself, NBC-NTOP Holding, Inc. ("NBC-NTOP"), National Broadcasting Company, Inc. ("NBC"), National Broadcasting Company Holding, Inc. ("NBCH"), General Electric Capital Corporation ("GE Capital"), General Electric Capital Services, Inc. ("GECS"), and General Electric Company ("GE"). NBC-NTOP is a wholly owned subsidiary of NBC. NBC is a wholly-owned subsidiary of NBCH. GECEI is a wholly-owned subsidiary of GE Capital. GE Capital is a subsidiary of GECS, and GECS and NBCH are wholly-owned subsidiaries of GE. GECEI, NBC-NTOP, NBC, NBCH, GE Capital, GECS and GE are referred to herein collectively as the "Reporting Persons." An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 1. GECEI is a Delaware corporation with its principal executive offices located at 120 Long Ridge Road, Stamford, Connecticut 06927. The principal business activities of GECEI are the making, managing and disposing of investments in private and public companies. NBC is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. The principal business activities of NBC are the operation of television and cable broadcast networks and television stations. NBCH is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. The principal business activities of NBCH are the ownership of television and cable broadcast network and television station operations. NBC-NTOP is a California corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. The principal activity of NBC-NTOP is a holding company. GE Capital is a New York corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. 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. 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 offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of GECEI, GE Capital, GECS, GE, NBC, NBCH and NBC-NTOP are set forth on Schedules A, B, C, D, E, F and G attached hereto, respectively. During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their directors or executive officers, 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 judgement, 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. On May 13, 1999, the Issuer and GECEI entered into a Series A Subscription Agreement (the "Subscription Agreement") providing for the purchase on that day by GECEI of 750,000 shares of Series A Preferred Stock (the "Series A Preferred Stock") from the Issuer, and warrants to purchase 15,000 shares of Common Stock, for an aggregate purchase price of $7,500,000. The source of funds used to purchase the shares and the warrants was the working capital of GECEI. After the consummation of the transactions contemplated by the Subscription Agreement, the Issuer engaged in a three-for-one stock split of its Class A Common Stock, par value $.01 per share (the "Class A Stock") and Common Stock. After the stock split, GECEI held 650,000 shares of Series A Preferred Stock convertible into 1,950,000 shares of Class A Stock and warrants to purchase 39,000 shares of Common Stock. GECEI previously 10 transferred a portion of its Series A Preferred Stock and its warrants to SNAP! LLC, an affiliate, who later contributed these securities to NBC Internet, Inc., as further discussed below. Pursuant to the Certificate of Incorporation of the Issuer in effect at that time (the "Certificate"), giving effect to the Issuer's stock split described above, each share of Series A Preferred Stock became convertible into three shares of Class A Stock. Also pursuant to the Certificate, as amended to date, each share of Class A Stock is convertible, at any time and at the option of the holder thereof, into one fully paid and nonassessable share of Common Stock. Each share of Class A Stock entitles the holder thereof to two (2) votes on all matters to be voted on by the stockholders of the Issuer. Each share of Common Stock entitles the holder thereof to one (1) vote on all matters to be voted on by the stockholders of the Issuer. In all other respects, the Class A Stock and the Common Stock have the same rights and privileges and rank equally, share ratably and are identical in respects as to all matters, including rights of liquidation. The shares of Series A Preferred Stock were converted into Class A Stock upon the consummation of the Issuer's initial public offering. In addition, GECEI elected to exercise its warrants and purchased 39,000 shares of the Issuer's Common Stock for cash. In addition, GECEI purchased $5.0 million of Common Stock at $15 per share, or 333,333 shares of Common Stock, at the initial public offering. The source of funds used to purchase the shares was the working capital of GECEI. Of these shares, 133,333 are allocated to GECEI, and 200,000 are allocated to NBC pursuant to a business sharing agreement discussed below in Item 5. All shares purchased by GECEI and NBC were issued in the name of GECEI. In connection with the formation of NBC Internet, Inc. ("NBCI") in November 1999, Snap! LLC contributed all of its interest in the Issuer, consisting of 5,248 shares of the Issuer's Common Stock and 300,000 shares of the Issuer's Class A Stock, to NBCI. NBCI is not controlled by any of the Reporting Persons for purposes of Regulation 13D of the Securities Exchange Act of 1934, and shares of the Issuer owned by NBCI are not reflected in this Amendment No. 2. On September 21, 1999, NBC contributed its ownership interests in 1,041,500 shares of the Issuer to NBC-NTOP. NBC and NBC-NTOP share voting and dispositive power with respect to these shares. In accordance with the Subscription Agreement, on September 21, 1999, Martin Yudkovitz ("Yudkovitz") was elected to the Board of Directors of the Issuer as a representative of NBC and GECEI. In connection therewith, Yudkovitz entered into an agreement with NBC, dated September 21, 1999 (the "Nominee Agreement") whereby Yudkovitz agreed to hold as a nominee of NBC all current and future stock options granted by the Issuer to Yudkovitz in his capacity as a non-employee Board member of the Issuer. Pursuant to the Nominee Agreement, Yudkovitz agreed to act upon the instructions of NBC with regard to such options. As of the date of this Amendment No. 2, Yudkovitz has been issued options to purchase up to 10,000 shares of the Issuer's Common Stock, all of which are vested and none of which have been exercised. On November 1, 2000, Yudkovitz resigned from the Issuer's Board of Directors. From December 6 through December 14, 2000, the Reporting Persons sold an aggregate of 914,000 shares of the Issuer's Common Stock, as discussed below in Item 5. ITEM 4. PURPOSE OF THE TRANSACTION. Each of GECEI, GE Capital, NBC and NBC-NTOP acquired the shares of the Issuer as an investment and hold them in the ordinary course of business and not with the purpose or effect of changing the control of the Issuer. Each of GECEI, GE Capital, NBC and NBC-NTOP intends to review their investment on a regular basis and as a result thereof may at any time or from time to time, acquire additional securities of the Issuer or dispose of all or a portion of any securities of the Issuer in the open market or otherwise. Any such acquisition or disposition would be made in compliance with all applicable laws and regulations. Pursuant to the Subscription Agreement, so long as GECEI, its affiliates and beneficial owners (the "GE/NBC Investors") hold a majority of the Class A Stock originally purchased under the Subscription Agreement, the GE/NBC Investors will be entitled to nominate, and the Issuer and its directors shall use their best efforts to secure the election of, a person to serve as a director of the Issuer. In lieu of electing a director, the GE/NBC Investors may select a representative to attend all meetings of the Issuer's board of directors in a non-voting observer 11 capacity. Currently, no representative of the GE/NBC Investors is a member of the Issuer's Board of Directors nor have the GE/NBC Investors selected a representative to attend meetings of the Issuer's Board of Directors. Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Issuer, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Except as set forth above, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference. As of the date hereof, GE Capital and GECEI beneficially own an aggregate of 1,418,333 shares of Common Stock of the Issuer, representing approximately 4.7% of the outstanding shares of Common Stock of the Issuer (based on the number of shares of Common Stock outstanding as of December 11, 2000 as reported in the Issuer's Form 10Q dated as of December 15, 2000). NBC and NBC-NTOP currently beneficially own an aggregate of 204,847 shares of the Issuer's Common Stock, representing approximately 0.7% of the Issuer's outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as of December 11, 2000 as reported in the Issuer's Form 10Q dated as of December 15, 2000). The percentage of the Issuer's Common Stock owned by the Reporting Persons includes the following: (i) options to purchase up to 10,000 shares of the Issuer's Common Stock held be Yudkovitz as the nominee for NBC and GECEI pursuant to the Nominee Agreement discussed above in Item 3 and the business sharing agreement discussed below in Item 5(b); and (ii) 1,052,500 shares of Class A Stock held by the Reporting Persons that are convertible into 1,052,500 shares of Common Stock. Except as disclosed in this Item 5(a), none of the Reporting Persons nor, to the best of their knowledge, any of their directors or executive officers, beneficially owns any shares of Common Stock of the Issuer. (b) The responses of the Reporting Persons to Rows (7) through (10) of the cover pages of this Amendment No. 2, Item 5(a), Item 2 and Schedules A through G hereof are incorporated herein by reference. As of the date of this Amendment No. 2, pursuant to a business sharing agreement governing the relationship of the Reporting Persons with respect to the shares of the Issuer's capital stock, GECEI, GE Equity, NBC and NBC-NTOP share voting power with respect to 204,847 shares of the Issuer's capital stock, over which NBC and NBC-NTOP share dispositive power. GECEI and GE Equity share voting and dispositive power with respect to an additional 1,213,486 shares of the Issuer's capital stock. (c) The Reporting Persons sold an aggregate of 914,000 shares of the Issuer's Common Stock at the prices and on the dates set forth below. 841,500 of such shares were shares over which NBC and NBC-NTOP shared dispositive power and over which GECEI, GE Capital, NBC and NBC-NTOP shared voting power. The remaining 72,500 of such shares were shares over which GECEI and GE Capital shared voting and dispositive power. Shares Sold Over Which NBC and NBC-NTOP Shared Dispostive Power:
Number of Shares Sold: Price: Date of Sale: ---------------------- ------ ------------- 2,500 $11.5000 per share 12/6/00 55,000 $10.3977 per share 12/7/00 380,000 $10.2862 per share 12/8/00 150,000 $11.1167 per share 12/11/00 107,500 $10.7500 per share 12/12/00 146,500 $12.0004 per share 12/13/00
12 Shares Sold Over Which GECEI and GE Capital Shared Dispostive Power:
Number of Shares Sold: Price: Date of Sale: ---------------------- ------ ------------- 72,500 $10.3190 per share 12/14/00
(d) Not applicable. (e) Not applicable. Neither the filing of this Amendment No. 2 to Schedule 13D nor any amendment thereto, nor anything contained herein is intended as, or should be construed as, an admission that GECS, NBC Holding or GE is the "beneficial owner" of any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The responses to Items 3, 4 and 5 are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT ------- ---------------------- 1 Joint Filing Agreement by and among GE Capital Equity Investments, Inc., General Electric Capital Corporation, General Electric Capital Services, Inc., General Electric Company, National Broadcasting Company, Inc., National Broadcasting Company Holding, Inc. and NBC-NTOP Holding, Inc., dated January 12, 2000. 2 Power of Attorney appointing Barbara J. Gould as agent and attorney-in-fact for General Electric Company. 3 Power of Attorney appointing Barbara J. Gould as agent and attorney-in-fact for General Electric Capital Services, Inc.
13 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 17, 2001 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Barbara J. Gould ------------------------------- Name: Barbara J. Gould Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould ------------------------------- Name: Barbara J. Gould Title: Department Operations Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Barbara J. Gould ------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Barbara J. Gould ------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact NATIONAL BROADCASTING COMPANY, INC. By: /s/ Elizabeth A. Newel1 ------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary NATIONAL BROADCASTING COMPANY HOLDING, INC. By: /s/ Elizabeth A. Newell ------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary NBC-NTOP HOLDING, INC. By: /s/ Elizabeth A. Newell ------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary 14 SCHEDULE A TO AMENDMENT NO. 2 TO SCHEDULE 13D Filed by GE Capital Equity Investments, Inc. GE CAPITAL EQUITY INVESTMENTS, INC. DIRECTORS AND OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- DIRECTORS Michael E. Pralle GE Capital Equity President, Chairman of the Investments, Inc. Board 120 Long Ridge Road Stamford, CT 06927 OFFICERS Michael E. Pralle GE Capital Equity President, Chairman of the Investments, Inc. Board 120 Long Ridge Road Stamford, CT 06927 Jonathan K. Sprole GE Capital Equity Senior Vice President, Investments, Inc. General Counsel & Secretary 120 Long Ridge Road Stamford, CT 06927 Paul Licursi GE Capital Equity Vice President, - Finance & Investments, Inc. Treasurer 120 Long Ridge Road Stamford, CT 06927 Joeseph Swezey GE Capital Equity Vice President - Controller Investments, Inc. 120 Long Ridge Road Stamford, CT 06927 Barbara J. Gould GE Capital Equity Senior Vice President, Investments, Inc. Associate General Counsel 120 Long Ridge Road and Assistant Secretary Stamford, CT 06927 Bryant Cohen GE Capital Equity Vice President - Taxes Investments, Inc. 120 Long Ridge Road Stamford, CT 06927
Each person listed above is a citizen of the United States of America. 15 SCHEDULE B TO AMENDMENT NO. 2 TO SCHEDULE 13D Filed by General Electric Capital Corporation GENERAL ELECTRIC CAPITAL CORPORATION
Name and Corporate Title Citizenship Principal Occupation - ------------------------ ----------- -------------------- NANCY E. BARTON USA Senior Vice President, General Counsel DIRECTOR and Secretary GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 FRANCIS S. BLAKE USA Senior Vice President, Corporate DIRECTOR Business General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 JAMES R. BUNT USA Vice President and Treasurer DIRECTOR GE Company 3135 Easton Turnpike Fairfield, CT 06431 DAVID L. CALHOUN USA Chief Executive Officer DIRECTOR GE Aircraft Engines 1 Neumann Way Cincinnati, OH 45215 DENNIS D. DAMMERMAN USA Vice Chairman and Executive Officer DIRECTOR GE Company 3135 Easton Turnpike Fairfield, CT 06431 MICHAEL D. FRAIZER USA President & CEO DIRECTOR GE Financial Assurance 6604 W. Broad Street Richmond, VA 23230 BENJAMIN W. HEINEMAN, USA Senior Vice President, General Counsel DIRECTOR and Secretary GE Company 3135 Easton Turnpike Fairfield, CT 06431 JEFFREY R. IMMELT USA President and Chairman-Elect DIRECTOR General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 W. JAMES MCNERNEY, JR. USA 8765 Old Indian Hill Road DIRECTOR Indian Hill, OH 45243
16
Name and Corporate Title Citizenship Principal Occupation - ------------------------ ----------- -------------------- JOHN H. MYERS USA Chairman and President DIRECTOR GE Investment Corporation 3003 Summer Street, 7th Fl. Stamford, CT 06905 ROBERT L. NARDELLI USA 1 Cobble Court DIRECTOR Loudonville, NY 12211 DENIS J. NAYDEN USA Chairman and CEO DIRECTOR GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 MICHAEL A. NEAL USA President and COO DIRECTOR GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 JAMES A. PARKE USA Vice Chairman & Chief Financial Officer DIRECTOR GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 RONALD R. PRESSMAN USA Chairman, President & CEO DIRECTOR Employers Reinsurance 5200 Metcalf Overland Park, KS 66204 GARY M. REINER USA Sr. Vice President & Chief Information DIRECTOR Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 JOHN M. SAMUELS USA Vice President and Senior Counsel, DIRECTOR Corporate Taxes General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 KEITH S. SHERIN USA Senior Vice President, Finance, and DIRECTOR Chief Financial Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 EDWARD D. STEWART USA Executive Vice President DIRECTOR GE Capital Corporation 1600 Summer Street Stamford, CT 06927 JOHN F. WELCH, JR. USA Chairman and Chief Executive Officer DIRECTOR General Electric Company 3135 Easton Turnpike Fairfield, CT 06431
17
Name and Corporate Title Citizenship Principal Occupation - ------------------------ ----------- -------------------- WILLIAM A. WOODBURN USA Executive Vice President DIRECTOR General Electric Capital 260 Long Ridge Road Stamford, CT 06927 DENIS J. NAYDEN USA Chairman and CEO CHAIRMAN AND CHIEF EXECUTIVE GE Capital Corporation OFFICER 260 Long Ridge Road Stamford, CT 06927 MICHAEL A. NEAL USA President and COO PRESIDENT AND CHIEF OPERATING GE Capital Corporation OFFICER 260 Long Ridge Road Stamford, CT 06927 JAMES A. PARKE USA Vice Chairman & Chief Financial Officer VICE CHAIRMAN AND CHIEF FINANCIAL GE Capital Corporation OFFICER 260 Long Ridge Road Stamford, CT 06927 EDWARD D. STEWART USA Executive Vice President EXECUTIVE VICE PRESIDENT GE Capital Corporation 1600 Summer Street Stamford, CT 06927 WILLIAM A. WOODBURN USA Executive Vice President EXECUTIVE VICE PRESIDENT General Electric Capital 260 Long Ridge Road Stamford, CT 06927 NANCY E. BARTON USA Senior Vice President, General Counsel SENIOR VICE PRESIDENT, GENERAL and Secretary COUNSEL AND SECRETARY GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 JAMES A. COLICA USA Senior Vice President, Global Risk SENIOR VICE PRESIDENT Management GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 RICHARD D'AVINO USA Senior Vice President, Taxes SENIOR VICE PRESIDENT, TAXES GE Capital Corporation 777 Long Ridge Road Stamford, CT 06927 ROBERT L. LEWIS USA Senior Vice President SENIOR VICE PRESIDENT GE Capital Corporation 120 Long Ridge Road Stamford, CT 06927 MARC J. SAPERSTEIN USA Senior Vice President, Human SENIOR VICE PRESIDENT Resources General Electric Capital 260 Long Ridge Road Stamford, CT 06927
18
Name and Corporate Title Citizenship Principal Occupation - ------------------------ ----------- -------------------- JEFFREY S. WERNER USA Sr. Vice President, Corp. Treasury & SENIOR VICE PRESIDENT Global Funding GE Capital Corporation 201 High Ridge Road Stamford, CT 06927 JOAN C. AMBLE USA Vice President and Controller VICE PRESIDENT AND CONTROLLER GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927
19 SCHEDULE C TO AMENDMENT NO. 2 TO SCHEDULE 13D Filed by General Electric Capital Services, Inc.
Name and Corporate Title Citizenship Principal Occupation - ------------------------ ----------- -------------------- NANCY E. BARTON USA Senior Vice President, General Counsel and DIRECTOR Secretary GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 FRANCIS S. BLAKE USA Senior Vice President, Corporate DIRECTOR Development General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 JAMES R. BUNT USA Vice President and Treasurer DIRECTOR GE Company 3135 Easton Turnpike Fairfield, CT 06431 DAVID L. CALHOUN USA Chief Executive Officer DIRECTOR GE Aircraft Engines 1 Neumann Way Cincinnati, OH 45215 DENNIS D. DAMMERMAN USA Vice Chairman and Executive Officer DIRECTOR GE Company 3135 Easton Turnpike Fairfield, CT 06431 MICHAEL D. FRAIZER USA President & CEO DIRECTOR GE Financial Assurance 6604 W. Broad Street Richmond, VA 23230 BENJAMIN W. HEINEMAN, USA Senior Vice President, General Counsel and DIRECTOR Secretary GE Company 3135 Easton Turnpike Fairfield, CT 06431 JEFFREY R. IMMELT USA President and Chairman-Elect DIRECTOR General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 W. JAMES MCNERNEY, JR. USA 8765 Old Indian Hill Road DIRECTOR Indian Hill, OH 45243 JOHN H. MYERS USA Chairman and President DIRECTOR GE Investment Corporation 3003 Summer Street, 7th Fl. Stamford, CT 06905
20
Name and Corporate Title Citizenship Principal Occupation - ------------------------ ----------- -------------------- ROBERT L. NARDELLI USA 1 Cobble Court DIRECTOR Loudonville, NY 12211 DENIS J. NAYDEN USA Chairman and CEO DIRECTOR GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 MICHAEL A. NEAL USA President and COO DIRECTOR GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 JAMES A. PARKE USA Vice Chairman and Chief Financial Officer DIRECTOR GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 RONALD R. PRESSMAN USA Chairman, President & CEO DIRECTOR Employers Reinsurance Corporation 5200 Metcalf Overland Park, KS 66204 GARY M. REINER USA Sr. Vice President & Chief Information Officer DIRECTOR General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 JOHN M. SAMUELS USA Vice President and Senior Counsel, DIRECTOR Corporate Taxes General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 KEITH S. SHERIN USA Senior Vice President, Finance, and Chief DIRECTOR Financial Officer General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 EDWARD D. STEWART USA Executive Vice President DIRECTOR GE Capital Corporation 1600 Summer Street Stamford, CT 06927 JOHN F. WELCH, JR. USA Chairman and Chief Executive Officer DIRECTOR General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 WILLIAM A. WOODBURN USA Executive Vice President DIRECTOR General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927
21
Name and Corporate Title Citizenship Principal Occupation - ------------------------ ----------- -------------------- DENNIS D. DAMMERMAN USA Vice Chairman and Executive Officer CHAIRMAN OF THE BOARD GE Company 3135 Easton Turnpike Fairfield, CT 06431 DENIS J. NAYDEN USA Chairman and CEO PRESIDENT GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 MICHAEL D. FRAIZER USA President & CEO EXECUTIVE VICE PRESIDENT GE Financial Assurance 6604 W. Broad Street Richmond, VA 23230 MICHAEL A. NEAL USA President and COO EXECUTIVE VICE PRESIDENT GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 RONALD R. PRESSMAN USA Chairman, President & CEO EXECUTIVE VICE PRESIDENT Employers Reinsurance Corporation 5200 Metcalf Overland Park, KS 66204 EDWARD D. STEWART USA Executive Vice President EXECUTIVE VICE PRESIDENT GE Capital Corporation 1600 Summer Street Stamford, CT 06927 WILLIAM A. WOODBURN USA Executive Vice President EXECUTIVE VICE PRESIDENT General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 JAMES A. PARKE USA Vice Chairman & Chief Financial Officer EXECUTIVE VICE PRESIDENT AND CHIEF GE Capital Corporation FINANCIAL OFFICER 260 Long Ridge Road Stamford, CT 06927 NANCY E. BARTON USA Senior Vice President, General Counsel and SENIOR VICE PRESIDENT, GENERAL Secretary COUNSEL GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927 JAMES A. COLICA USA Senior Vice President, Global Risk SENIOR VICE PRESIDENT Management GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927
22
Name and Corporate Title Citizenship Principal Occupation - ------------------------ ----------- -------------------- RICHARD D'AVINO USA Senior Vice President, Taxes SENIOR VICE PRESIDENT, TAXES GE Capital Corporation 777 Long Ridge Road Stamford, CT 06927 MARC J. SAPERSTEIN USA Senior Vice President, Human Resources SENIOR VICE PRESIDENT General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 JEFFREY S. WERNER USA Sr. Vice President, Corp. Treasury & Global SENIOR VICE PRESIDENT Funding Oper. GE Capital Corporation 201 High Ridge Road Stamford, CT 06927 JOHN C. AMBLE USA Vice President and Controller VICE PRESIDENT AND CONTROLLER GE Capital Corporation 260 Long Ridge Road Stamford, CT 06927
23 SCHEDULE D TO AMENDMENT NO. 2 TO SCHEDULE 13D Filed by 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 School of Soldiers Field Road Business Administration, Harvard Boston, MA 02163 University S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois Tool Suite 103 Works Lake Forest, IL 60045 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06431 Company; Chairman, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, Fiat SpA via Nizza 250 10126 Torino, Italy A. M. Fudge Kraft Foods, Inc. Executive Vice President, Kraft 555 South Broadway Foods, Inc. Tarrytown, NY 10591 C.X. Gonzalez Kimberly-Clark de Mexico, S.A. de Chairman of the Board and Chief C.V. Executive Officer, Kimberly-Clark Jose Luis Lagrange 103, Tercero de Mexico, S.A. de C.V. Piso Colonia Los Morales Mexico, D.F. 11510, Mexico J.R. Immelt General Electric Company President, General Electric 3135 Easton Turnpike Company Fairfield, CT 06431 A. Jung Avon Products, Inc. President and Chief Executive 1345 Avenue of the Americas Officer, Avon Products, Inc. New York, NY 10105 R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive 309 West 49th Street Officer New York, NY 10019-7316 K.G. Langone Invemed Associates, Inc. Chairman, President and Chief 375 Park Avenue Executive Officer, Invemed New York, NY 10152 Associates, Inc. Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief 901 San Antonio Road Executive Officer, Sun Palo Alto, CA 94303-4900 Microsystems, Inc. G.G. Michelson Federated Department Stores Former Member of the Board of 151 West 34th Street Directors, Federated Department New York, NY 10001 Stores
24
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 R.S. Penske Penske Corporation Chairman of the Board and 13400 Outer Drive, West President, Penske Corporation Detroit, MI 48239-4001 F.H.T. Rhodes Cornell University President Emeritus, Cornell 3104 Snee Building University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Board and Corporation CEO and former Director, 1 Champion Plaza Champion International Stamford, CT 06921 Corporation D.A. Warner III J. P. Morgan & Co., Inc.& Morgan Chairman of the Board, President, Guaranty Trust Co. and Chief Executive Officer, J.P. 60 Wall Street Morgan & Co. Incorporated and New York, NY 10260 Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board and Chief 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06431 Company R. C. Wright National Broadcasting Company, Vice Chairman of the Board and Inc. Executive Officer, General Electric 30 Rockefeller Plaza Company; New York, NY 10112 President and Chief Executive Officer, National Broadcasting Company, Inc. Citizenship ----------- P. Fresco Italy C. X. Gonzales Mexico Andrea Jung Canada All Others U.S.A. OFFICERS J.F. Welch, Jr. General Electric Company Chairman of the Board and Chief 3135 Easton Turnpike Executive Officer Fairfield, CT 06431 J.R. Immelt General Electric Company President, General Electric 3135 Easton Turnpike Company Fairfield, CT 06431 P.D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431
25
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- F.S. Blake General Electric Company Senior Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06431 J.R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 D.C. Calhoun General Electric Company Senior Vice President - GE Aircraft 1 Neumann Way Engines Cincinnati, OH 05215 W.J. Conaty General Electric Company Senior Vice President - Human 3135 Easton Turnpike Resources Fairfield, CT 06431 D.D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06431 Company; Chairman, General Electric Capital Services, Inc. Scott C. Donnelly General Electric Company Senior Vice President - Corporate P. O. Box 8 Research and Development Schenectady, NY 12301 Matthew J. Espe General Electric Company Senior Vice President - GE Nela Park Lighting Cleveland, OH 44112 B.W. Heineman, Jr. General Electric Company Senior Vice President - General 3135 Easton Turnpike Counsel and Secretary Fairfield, CT 06431 J.M. Hogan General Electric Company Senior Vice President - GE Medical P.O. Box 414 Systems Milwaukee, WI 53201 L. R. Johnston General Electric Company Senior Vice President - GE Appliance Park Appliances Louisville, KY 40225 J. Krenicki, Jr. General Electric Company Vice President - GE 2901 East Lake Road Transportation Systems Erie, PA 16531 R.W. Nelson General Electric Company Vice President - Corporate 3135 Easton Turnpike Financial Planning and Analysis Fairfield, CT 06431 G.M. Reiner General Electric Company Senior Vice President - Chief 3135 Easton Turnpike Information Officer Fairfield, CT 06431 J. G. Rice General Electric Company Senior Vice President - GE Power 1 River Road Systems Schenectady, NY 12345 G.L. Rogers General Electric Company Senior Vice President - GE Plastics 1 Plastics Avenue Pittsfield, MA 01201
26
PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- K.S. Sherin General Electric Company Senior Vice President - Finance and 3135 Easton Turnpike Chief Financial Officer Fairfield, CT 06431 L.G. Trotter General Electric Company Senior Vice President - GE 41 Woodford Avenue Industrial Systems Plainville, CT 06062 R. C. Wright National Broadcasting Company, Vice Chairman of the Board and Inc. Executive Officer, General Electric 30 Rockefeller Plaza Company; President and Chief New York, NY 10112 Executive Officer, National Broadcasting Company, Inc. Citizenship of All Executive Officers ------------------------------------- U.S.A.
27 SCHEDULE E TO AMENDMENT NO. 2 TO SCHEDULE 13D Filed by National Broadcasting Company, Inc. NATIONAL BROADCASTING COMPANY, INC. DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRINCIPAL NAME PRESENT BUSINESS ADDRESS OCCUPATION DIRECTORS - ---- ------------------------ -------------------- 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 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, General Electric Company; Chairman, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, via Nizza 250 Fiat SpA 10126 Torino, Italy C.X. Gonzalez Kimberly-Clark de Chairman of the Board and Mexico, S.A. de C.V. 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 A. Jung Avon Products, Inc. President and Chief 1345 Avenue of the Operating Officer, Avon Americas Products, Inc. New York, NY 10105 Scott G. McNealy Sun Microsystems, Inc. Chairman, President and 901 San Antonio Road Chief Executive Officer, Palo Alto, CA 94303-4900 Sun Microsystems, Inc. G.G. Michelson Federated Department Former Member of the Stores Board of Directors, 151 West 34th Street Federated Department New York, NY 10001 Stores S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 J.D. Opie General Electric Company Vice Chairman of the 3135 Easton Turnpike Board and Executive Fairfield, CT 06431 Officer, General Electric Company R.S. Penske Penske Corporation Chairman of the Board and 13400 Outer Drive, West President, Penske Detroit, MI 48239-4001 Corporation
28 EXECUTIVE OFFICERS F.H.T. Rhodes Cornell University President Emeritus 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO and former 1 Champion Plaza Director, Champion Stamford, CT 06921 International Corporation D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board, & Morgan Guaranty Trust President, and Chief Co. Executive Officer, J.P. 60 Wall Street Morgan & Co. Incorporated New York, NY 10260 and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer, Fairfield, CT 06431 General Electric Company EXECUTIVE OFFICERS John F. Welch, National Broadcasting Chairman Jr. Company, Inc. 3135 Easton Turnpike Fairfield, CT 06431 Robert C. Wright National Broadcasting Chief Executive Officer & Company, Inc. President 30 Rockefeller Plaza New York, NY 10112 Garth Ancier National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Mark Begor National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 William Bolster National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Richard Cotton National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Duncan Ebersol National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112
29 John Eck National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Randel A. Falco National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Jay Ireland National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Andrew Lack National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Scott Sassa National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Edward Scanlon National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Pamela Thomas- National Broadcasting Executive Vice President Graham Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Martin Yudkovitz National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 David Zaslav National Broadcasting Executive Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Kassie Canter National Broadcasting Senior Vice President Company, Inc. 30 Rockefeller Plaza New York, NY 10112
Each person listed above is a citizen of the United States of America except Andrea Jung, who is a citizen of Canada. 30 SCHEDULE F TO AMENDMENT NO. 2 TO SCHEDULE 13D Filed by National Broadcasting Company Holding, Inc. NATIONAL BROADCASTING COMPANY HOLDING, INC. DIRECTORS AND EXECUTIVE OFFICERS
NAME PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION DIRECTORS J.I. Cash, Jr. Harvard Business Professor of Business School Administration-Graduate Morgan Hall School of Business Soldiers Field Road Administration, Harvard Boston, MA 02163 University S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 D.D. Dammerman General Electric Vice Chairman of the Company Board and Executive 3135 Easton Turnpike 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 C.X. Gonzalez Kimberly-Clark de Chairman of the Board Mexico, S.A. de C.V. and Chief Executive Jose Luis Lagrange Officer, Kimberly-Clark 103, Tercero Piso de Mexico, S.A. de C.V. Colonia Los Morales Mexico, D.F. 11510, Mexico Andrea Jung Avon Products, Inc. President and Chief 1345 Avenue of the Operating Officer, Avon Americas Products, Inc. New York, NY 10105 Scott G. McNealy Sun Microsystems, Inc. Chairman, President and 901 San Antonio Road Chief Executive Officer, Palo Alto, CA Sun Microsystems, Inc. 94303-4900 G.G. Michelson Federated Department Former Member of the Stores Board of Directors, 151 West 34th Street Federated Department New York, NY 10001 Stores S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 J.D. Opie General Electric Vice Chairman of the Company Board and Executive 3135 Easton Turnpike Officer, General Fairfield, CT 06431 Electric Company
31 EXECUTIVE OFFICERS R.S. Penske Penske Corporation Chairman of the Board 13400 Outer Drive, and President, Penske West Corporation Detroit, MI 48239-4001 F.H.T. Rhodes Cornell University President Emeritus 3104 Snee Building Cornell University Ithaca, NY 14853 A.C. Sigler Champion International Retired Chairman of the Corporation Board and CEO and former 1 Champion Plaza Director, Champion Stamford, CT 06921 International Corporation D.A. Warner III J. P. Morgan & Co., Chairman of the Board, Inc. & Morgan Guaranty President, and Chief Trust Co. Executive Officer, 60 Wall Street J.P. Morgan & Co. New York, NY 10260 Incorporated and Morgan Guaranty Trust Company J.F. Welch, Jr. General Electric Chairman of the Board Company and Chief Executive 3135 Easton Turnpike Officer, General Fairfield, CT 06431 Electric Company EXECUTIVE OFFICERS John F. Welch, Jr. National Broadcasting Chairman Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Robert C. Wright National Broadcasting Chief Executive Officer Company, Inc. & President 30 Rockefeller Plaza New York, NY 10112 Mark Begor National Broadcasting Vice President & Company, Inc. Treasurer 30 Rockefeller Plaza New York, NY 10112 Benjamin W. Heineman, National Broadcasting Secretary Jr. Company, Inc. 30 Rockefeller Plaza New York, NY 10112
Each person listed above is a citizen of the United States of America except Andrea Jung, who is a citizen of Canada. 32 SCHEDULE G TO AMENDMENT NO. 2 TO SCHEDULE 13D Filed by NBC-NTOP Holding, Inc NBC-NTOP HOLDING, INC. DIRECTORS AND OFFICERS DIRECTORS Mark Begor Director National Broadcasting Company, Inc. 30 Rockefeller Plaza New York, New York, 10112 Richard Cotton Director National Broadcasting Company, Inc. 30 Rockefeller Plaza New York, New York, 10112 Jay Ireland Director National Broadcasting Company, Inc. 30 Rockefeller Plaza New York, New York, 10112 EXECUTIVE OFFICERS Martin Yudkovitz President 30 Rockefeller Plaza New York, New York, 10112 Mark Begor Vice President & Treasurer 30 Rockefeller Plaza New York, New York, 10112 Richard Cotton Secretary 30 Rockefeller Plaza New York, New York, 10112 Each person listed above is a citizen of the United States of America. EX-1 2 a68631a2ex1.txt JOINT FILING AGREEMENT 1 EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Amendment filed on or about this date and any further amendments to the Schedule 13D with respect to beneficial ownership by the undersigned of shares of the Common Stock, par value $0.01 per share, of Net2Phone, Inc., is being filed on behalf of each of the undersigned in accordance with Rule 13D-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: January 17, 2001 GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Barbara J. Gould ------------------------------- Name: Barbara J. Gould Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould ------------------------------- Name: Barbara J. Gould Title: Department Operations Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Barbara J. Gould ------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact GENERAL ELECTRIC COMPANY By: /s/ Barbara J. Gould ------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact NATIONAL BROADCASTING COMPANY, INC. By: /s/ Elizabeth A. Newell ------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary NATIONAL BROADCASTING COMPANY HOLDING, INC. By: /s/ Elizabeth A. Newell ------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary NBC-NTOP HOLDING, INC. By: /s/ Elizabeth A. Newell ------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary EX-2 3 a68631a2ex2.txt POWER OF ATTORNEY 1 EXHIBIT 2 POWER OF ATTORNEY The undersigned, General Electric Company, a New York corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Joan C. Amble Nancy E. Barton Jeffrey S. Werner Leon E. Roday Michael A. Gaudino Robert O. O'Reilly, Sr. Preston Abbott Murry K. Stegelmann James Ungari J. Gordon Smith Michael E. Pralle Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon Each Attorney shall have the power and authority to do the following: To execute an deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by General Electric Capital Services, Inc., General Electric Capital Corporation or any of their subsidiaries; And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless sooner revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2002. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 22nd day of February, 2000. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ------------------------------- Philip D. Ameen, Vice President Attest: /s/ Robert E. Healing - -------------------------------------- Robert E. Healing, Attesting Secretary EX-3 4 a68631a2ex3.txt POWER OF ATTORNEY 1 EXHIBIT 3 POWER OF ATTORNEY The undersigned, General Electric Capital Services, Inc., a Delaware corporation (hereinafter referred to as the "Corporation") does hereby make, constitute and appoint the persons listed below as the Corporation's true and lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described. Name of Attorney: Michael A. Gaudino Robert O. O'Reilly, Sr. Murry K. Stegelmann James Ungari Preston Abbott Leon E. Roday J. Gordon Smith Michael E. Pralle Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon Each Attorney shall have the power and authority to do the following: To execute an deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on behalf of the Corporation with regard to any securities owned by the Corporation, General Electric Capital Corporation or any of their subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing. Agreements, commitments, documents, instruments, and other writings executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. Unless revoked by the Corporation, this Power of Attorney shall be governed under the laws of the State of New York and the authority of the Attorney hereunder shall terminate on March 31, 2002. IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to be executed, attested and its corporate seal to be affixed pursuant to authority granted by the Corporation's board of directors, as of the 22nd day of February, 2000. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton -------------------------------------- Attest: Nancy E. Barton, Senior Vice President /s/ Brian T. McAnaney - -------------------------------------- Brian T. McAnaney, Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----