-----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, Td3P6GW8QrUoK9Jo3Be5m8z6lT8xfYPxVvWqMI4KWRWYvI+GH1aq7V2Djo+LoViw 0tch9AE5w5ryiKap6zzqrQ== 0000909518-06-000657.txt : 20060628 0000909518-06-000657.hdr.sgml : 20060628 20060628182803 ACCESSION NUMBER: 0000909518-06-000657 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060626 FILED AS OF DATE: 20060628 DATE AS OF CHANGE: 20060628 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VALUEVISION MEDIA INC CENTRAL INDEX KEY: 0000870826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411673770 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 6740 SHADY OAK RD CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3433 BUSINESS PHONE: 6129475200 MAIL ADDRESS: STREET 1: 6740 SHADY OAK RAOD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-3433 FORMER COMPANY: FORMER CONFORMED NAME: VALUEVISION INTERNATIONAL INC DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: National Broadcasting CO Holding, Inc. CENTRAL INDEX KEY: 0001295844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 06931278 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-664-3307 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 06931276 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 FORMER NAME: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 06931274 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL SERVICES INC/CT CENTRAL INDEX KEY: 0000797463 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 06931275 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 MAIL ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NBC Universal, Inc. CENTRAL INDEX KEY: 0000902739 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 06931279 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126644444 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 FORMER NAME: FORMER CONFORMED NAME: NATIONAL BROADCASTING CO INC DATE OF NAME CHANGE: 19930429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GE CAPITAL EQUITY INVESTMENTS INC CENTRAL INDEX KEY: 0001093083 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 06931277 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 4 1 nbc6-2806_form4ex.xml X0202 4 2006-06-26 0 0000870826 VALUEVISION MEDIA INC VVTV 0000902739 NBC Universal, Inc. 30 ROCKEFELLER PLAZA NEW YORK, NY 10112 0 0 1 0 0001295844 National Broadcasting CO Holding, Inc. 30 ROCKEFELLER PLAZA NEW YORK, NY 10012 0 0 0 1 See (1) to Joint Filer Info 0001093083 GE CAPITAL EQUITY INVESTMENTS INC 120 LONG RIDGE ROAD STAMFORD, CT 06927 0 0 1 0 0000040554 GENERAL ELECTRIC CAPITAL CORP 260 LONG RIDGE ROAD STAMFORD, CT 06927 0 0 1 0 0000797463 GENERAL ELECTRIC CAPITAL SERVICES INC/CT 260 LONG RIDGE ROAD STAMFORD, CT 06927 0 0 0 1 See (1) to Joint Filer Info 0000040545 GENERAL ELECTRIC CO 3135 EASTON TURNPIKE FAIRFIELD, CT 06828 0 0 0 1 See (1) to Joint Filer Info Series A Redeemable Convertible Preferred Stock 2006-06-26 4 J 0 1206258 D Common Stock 1206258 0 D Series A Redeemable Convertible Preferred Stock 2006-06-26 4 J 0 1206258 A Common Stock 1206258 5339500 D The Series A Redeemable Convertible Preferred Stock is convertible into an equal number of shares of the Issuer's Common Stock and is subject to mandatory redemption by the Issuer on the 10th anniversary of its issuance or upon a "change of control" at $8.29 per share plus declared and unpaid dividends. A wholly-owned subsidiary of NBC Universal, Inc. ("NBC") sold the shares to an affiliate, GE Capital Equity Investments, Inc. ("GECEI"). $12.75684 per share. Directly owned by NBC through a wholly-owned subsidiary. See Exhibit 99.1, incorporated by reference herein. Directly owned by GECEI. Indirectly owned by General Electric Capital Corporation ("GE Capital") because, among other things, GECEI is a wholly-owned subsidiary of GE Capital. See Exhibit 99.1, incorporated by reference herein. Exhibits 24.1, 24.2 and Exhibit 99.1, incorporated by reference herein. /s/ Elizabeth A. Newell, Assistant Secretary/NBC 2006-06-28 EX-24 2 mm6-2806_form4e241.txt 24.1 - GECS POA Exhibit 24.1 ------------ 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 John W. Campo, Jr. James C. Ungari Barbara Gould Preston H. Abbott Barbara Daniele Barbara A. Lane Alex Urquhart Alan Lewis Amy Fisher Michael Pastore Mark Kaplaw Ronald Herman Eileen Brumback Frank Ertl Carlos Carrasquillo Each Attorney shall have the power and authority to do the following: To execute and 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 December 31, 2006. This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on February 7, 2005 that was scheduled to expire on December 31, 2005. IN WITNESS WHEREOF, the Corporation has caused the 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 1st day of January 2006. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Brian T. Mcananey ---------------------------------------- Brian T. McAnaney, Vice President, General Counsel and Secretary Attest: - ----------------------------- Assistant Secretary EX-24 3 mm6-2806_form4e242.txt 24.2 - GEC POA Exhibit 24.2 ------------ POWER OF ATTORNEY The undersigned, General Electric Company, 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 John W. Campo, Jr. James C. Ungari Barbara Gould Preston H. Abbott Barbara Daniele Barbara A. Lane Alex Urquhart Alan Lewis Amy Fisher Michael Pastore Mark Kaplaw Ronald Herman Eileen Brumback Frank Ertl Carlos Carrasquillo Each Attorney shall have the power and authority to do the following: To execute and 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 December 31, 2006. This Power of Attorneys supersedes in its entirety the Power of Attorney granted by the Corporation on February 7, 2005 that was scheduled to expire on December 31, 2005. IN WITNESS WHEREOF, the Corporation has caused the 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 1st day of January 2006. General Electric Company (Corporate Seal) By: /s/ Philip D. Ameen ----------------------- Philip D. Ameen Vice President Attest: - ----------------------------- Assistant Secretary EX-99 5 mm6-2806_form4e991.txt JOINT FILER INFO. Exhibit 99.1 ------------ Joint Filer Information ----------------------- Name of Joint Filer: National Broadcasting Company Holding, Inc. Address of Joint Filer: 30 Rockefeller Plaza New York, NY 10012 Relationship of Joint Filer to Issuer: Other (1) Issuer Name and Ticker or Trading Symbol: ValueVision Media, Inc. (VVTV) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 6/26/2006 Designated Filer: NBC Universal, Inc. Signature: NATIONAL BROADCASTING COMPANY HOLDING, INC. By /s/ Elizabeth A. Newell ---------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary June 28, 2006 Date (1) GE Capital Equity Investments, Inc. is a subsidiary of General Electric Capital Corporation, which is a subsidiary of General Electric Capital Services, Inc., which is a subsidiary of General Electric Company. NBC Universal, Inc. is a subsidiary of National Broadcasting Company Holding, Inc., which is a subsidiary of General Electric Company. National Broadcasting Company Holding, Inc. disclaims beneficial ownership of all equity securities of the Issuer, and the filing of this Form shall not be deemed an admission that National Broadcasting Company Holding, Inc. is the beneficial owner of any equity securities of the Issuer for the purpose of Section 16 or any other purpose. 1 Joint Filer Information ----------------------- Name of Joint Filer: GE Capital Equity Investments, Inc. Address of Joint Filer: 120 Long Ridge Road Stamford, Connecticut 06927 Relationship of Joint Filer to Issuer: 10% Owner Issuer Name and Ticker or Trading Symbol: ValueVision Media, Inc. (VVTV) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 6/26/2006 Designated Filer: NBC Universal, Inc. Signature: GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ John W. Campo, Jr. ---------------------------------- Name: John W. Campo, Jr. Title: Managing Director June 28, 2006 Date GE Capital Equity Investments, Inc. is a subsidiary of General Electric Capital Corporation, which is a subsidiary of General Electric Capital Services, Inc., which is a subsidiary of General Electric Company. NBC Universal, Inc. is a subsidiary of National Broadcasting Company Holding, Inc., which is a subsidiary of General Electric Company. GE Capital Equity Investments, Inc. disclaims beneficial ownership of all securities reported on this Form except to the extent of its pecuniary interest. 2 Joint Filer Information ----------------------- Name of Joint Filer: General Electric Capital Corporation Address of Joint Filer: 260 Long Ridge Road Stamford, Connecticut 06927 Relationship of Joint Filer to Issuer: 10% Owner Issuer Name and Ticker or Trading Symbol: ValueVision Media, Inc. (VVTV) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 6/26/2006 Designated Filer: NBC Universal, Inc. Signature: GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ John W. Campo, Jr. ---------------------------------- Name: John W. Campo, Jr. Title: Assistant Secretary June 28, 2006 Date GE Capital Equity Investments, Inc. is a subsidiary of General Electric Capital Corporation, which is a subsidiary of General Electric Capital Services, Inc., which is a subsidiary of General Electric Company. NBC Universal, Inc. is a subsidiary of National Broadcasting Company Holding, Inc., which is a subsidiary of General Electric Company. General Electric Capital Corporation disclaims beneficial ownership of all securities reported on this Form except to the extent of its pecuniary interest. 3 Joint Filer Information ----------------------- Name of Joint Filer: General Electric Capital Services, Inc. Address of Joint Filer: 260 Long Ridge Road Stamford, Connecticut 06927 Relationship of Joint Filer to Issuer: Other (1) Issuer Name and Ticker or Trading Symbol: ValueVision Media, Inc. (VVTV) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 6/26/2006 Designated Filer: NBC Universal, Inc. Signature: GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ John W. Campo, Jr. ---------------------------------- Name: John W. Campo, Jr. Title: Attorney-in-fact June 28, 2006 Date (1) GE Capital Equity Investments, Inc. is a subsidiary of General Electric Capital Corporation, which is a subsidiary of General Electric Capital Services, Inc., which is a subsidiary of General Electric Company. NBC Universal, Inc. is a subsidiary of National Broadcasting Company Holding, Inc., which is a subsidiary of General Electric Company. General Electric Capital Services, Inc. disclaims beneficial ownership of all equity securities of the Issuer, and the filing of this Form shall not be deemed an admission that General Electric Capital Services, Inc. is the beneficial owner of any equity securities of the Issuer for the purpose of Section 16 or any other purpose. 4 Joint Filer Information ----------------------- Name of Joint Filer: General Electric Company Address of Joint Filer: 3135 Easton Turnpike Fairfield, Connecticut 06431 Relationship of Joint Filer to Issuer: Other (1) Issuer Name and Ticker or Trading Symbol: ValueVision Media, Inc. (VVTV) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 6/26/2006 Designated Filer: NBC Universal, Inc. Signature: GENERAL ELECTRIC COMPANY By: /s/ John W. Campo, Jr. ---------------------------------- Name: John W. Campo, Jr. Title: Attorney-in-fact June 28, 2006 Date (1) GE Capital Equity Investments, Inc. is a subsidiary of General Electric Capital Corporation, which is a subsidiary of General Electric Capital Services, Inc., which is a subsidiary of General Electric Company. NBC Universal, Inc. is a subsidiary of National Broadcasting Company Holding, Inc., which is a subsidiary of General Electric Company. General Electric Company disclaims beneficial ownership of all equity securities of the Issuer, and the filing of this Form shall not be deemed an admission that General Electric Company is the beneficial owner of any equity securities of the Issuer for the purpose of Section 16 or any other purpose. 5 -----END PRIVACY-ENHANCED MESSAGE-----