-----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, KqS4aiPwv/qSFsZdiljqdJQNJ8vl+aJU6OYSghBeC5HtwvGkCqAqTa7lTnMPdEdl ZIUYEDt0thgelJ8i2c3x0g== 0000909518-09-000174.txt : 20090227 0000909518-09-000174.hdr.sgml : 20090227 20090227180457 ACCESSION NUMBER: 0000909518-09-000174 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090225 FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 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: 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: 09644764 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 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: 09644761 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3F CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3F CITY: FAIRFIELD STATE: CT ZIP: 06828 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: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 09644763 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06828-0001 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06828-0001 FORMER NAME: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 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: 09644762 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06828-0001 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06828-0001 4 1 vvmedia_form4ex.xml X0303 4 2009-02-25 0 0000870826 VALUEVISION MEDIA INC VVTV 0001093083 GE CAPITAL EQUITY INVESTMENTS INC 201 MERRITT 7 NORWALK CT 06851 0 0 1 0 0000040554 GENERAL ELECTRIC CAPITAL CORP 3135 EASTON TURNPIKE FAIRFIELD CT 06828-0001 0 0 1 0 0000797463 GENERAL ELECTRIC CAPITAL SERVICES INC/CT 3135 EASTON TURNPIKE FAIRFIELD CT 06828-0001 0 0 1 0 0000040545 GENERAL ELECTRIC CO 3135 EASTON TURNPIKE FAIRFIELD CT 06828-0001 0 0 1 0 Series B Redeemable Preferred Stock 2009-02-25 4 J 0 4929266 A 4929266 D Series A Redeemable Convertible Preferred Stock 2009-02-25 4 J 0 5339500 D Common Stock 5339500 0 D Warrants 0.75 2009-02-25 4 J 0 6000000 A 2009-02-25 2019-02-25 Common Stock 6000000 6000000 D ValueVision Media, Inc. (the "Issuer") and GE Capital Equity Investments, Inc. ("GECEI") exchanged 5,339,500 shares of Series A Redeemable Convertible Preferred Stock held by GECEI for (i) 4,929,266 shares of a new series of Series B Redeemable Preferred Stock of the Issuer, (ii) warrants to purchase up to 6,000,000 shares of the Issuer's common stock and (iii) a cash payment of $3,400,000. 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. The Series A Redeemable Convertible Preferred Stock was convertible into an equal number of shares of the Issuer's Common Stock and was 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. Exhibit 99.1: Joint Filer Information, incorporated herein by reference. Exhibit 24.1: Power of Attorney of General Electric Capital Corporation, incorporated herein by reference. Exhibit 24.2: Power of Attorney of General Electric Capital Services, Inc., incorporated herein by reference. Exhibit 24.3: Power of Attorney of General Electric Company, incorporated herein by reference. /s/ Frank Ertl, Senior Managing Director - CFO & Treasurer/GECEI 2009-02-27 EX-24 2 mm02-2709vvm_form4e241.htm

Exhibit 24.1

 

POWER OF ATTORNEY

 

The undersigned, General Electric Capital Corporation, 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:

 

 

Preston H. Abbott

Mark Kaplow

 

Brock Austin

Barbara A. Lane

 

Eileen Brumback

Henry Hubschman

 

Carlos Carrasquillo

David L. Lloyd

 

Barbara Daniele

Jonathan Mothner

 

Sherwood Dodge

Michael Pastore

 

Frank Ertl

Ronald Pressman

 

Barbara J. Gould

James C. Ungari

 

Paul J. Halas

Alex Urquhart

 

Daniel Henson

Maryanne Courtney

 

Joseph Lincoln

 

 

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 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, 2009.

 

 

 

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 the 28th day of January 2009.

 

 

General Electric Capital Corporation

 

(Corporate Seal)

 

By:

/s/ Craig T. Beazer

 

Craig T. Beazer

 

Vice President, General Counsel and

 

Secretary

 

Attest:

 

/s/ David P. Russell

Assistant Secretary

 

 

 

 

2

 

 

 EX-24 3 mm02-2709vvm_form4e242.htm

Exhibit 24.2

 

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:

 

 

Preston H. Abbott

Mark Kaplow

 

Brock Austin

Barbara A. Lane

 

Eileen Brumback

Henry Hubschman

 

Carlos Carrasquillo

David L. Lloyd

 

Barbara Daniele

Jonathan Mothner

 

Sherwood Dodge

Michael Pastore

 

Frank Ertl

Ronald Pressman

 

Barbara J. Gould

James C. Ungari

 

Paul J. Halas

Alex Urquhart

 

Daniel Henson

Maryanne Courtney

 

Joseph Lincoln

 

 

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 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, 2009.

 

 

 

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 the 28th day of January 2009.

 

 

General Electric Capital Services, Inc.

 

(Corporate Seal)

 

By:

/s/ Craig T. Beazer

 

Craig T. Beazer

 

Vice President, General Counsel and

 

Secretary

 

Attest:

 

/s/ David P. Russell

Assistant Secretary

 

 

 

 

2

 

 

 EX-24 4 mm02-2709vvm_form4e243.htm

Exhibit 24.3

 

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:

 

 

Preston H. Abbott

Mark Kaplow

 

Brock Austin

Barbara A. Lane

 

Eileen Brumback

Henry Hubschman

 

Carlos Carrasquillo

David L. Lloyd

 

Barbara Daniele

Jonathan Mothner

 

Laura E.B. Dawson

Keith W. Newman

 

Sherwood Dodge

Michael Pastore

 

Frank Ertl

Ronald Pressman

 

Barbara J. Gould

James C. Ungari

 

Paul J. Halas

Alex Urquhart

 

Daniel Henson

Maryanne Courtney

 

Joseph Lincoln

 

 

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 or any of its 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, 2009.

 

 

 

 

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 the 5th day of February 2009.

 

 

General Electric Company

 

(Corporate Seal)

 

By:

/s/ Michael McAlevey

 

Michael McAlevey

 

Vice President

 

Attest:

 

/s/ Eliza W. Fraser

Eliza W. Fraser

Attesting Secretary

 

 

 

 

2

 

 

 EX-99 5 mm02-2709vvm_form4e991.htm

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer:

General Electric Capital Corporation

 

Address of Joint Filer:

3135 Easton Turnpike

Fairfield, Connecticut 06828

 

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):

2/25/2009

 

Designated Filer:

GE Capital Equity Investments, Inc.

 

Signature:

 

GENERAL ELECTRIC CAPITAL CORPORATION

 

By:   /s/  Frank Ertl               

Name: Frank Ertl

Title: Attorney-in-Fact

 

February 27, 2009  

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. General Electric Capital Corporation disclaims beneficial ownership of all securities reported on this Form except to the extent of its pecuniary interest.

 

 

 

Page 1 of 3

 

Joint Filer Information

 

Name of Joint Filer:

General Electric Capital Services, Inc.

 

Address of Joint Filer:

3135 Easton Turnpike

Fairfield, Connecticut 06828

 

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):

2/25/2009

 

Designated Filer:

GE Capital Equity Investments, Inc.

 

Signature:

 

GENERAL ELECTRIC CAPITAL SERVICES, INC.

 

By:   /s/  Frank Ertl               

Name: Frank Ertl

Title: Attorney-in-Fact

 

February 27, 2009  

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. 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.

 

 

 

Page 2 of 3

 

Joint Filer Information

 

Name of Joint Filer:

General Electric Company

 

Address of Joint Filer:

3135 Easton Turnpike

Fairfield, Connecticut 06828

 

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):

2/25/2009

 

Designated Filer:

GE Capital Equity Investments, Inc.

 

Signature:

 

GENERAL ELECTRIC COMPANY

 

By:   /s/  Frank Ertl               

Name: Frank Ertl

Title: Attorney-in-Fact

 

February 27, 2009  

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. 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.

 

 

 

 

 

Page 3 of 3

 

 

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