-----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, Npq0iOPeEzvXb8zOEPF0bhIe5/50NNsFGEEYHpiMLmcOOkYturtFwoMPpc4XZl6l W11JBW1AcLrbi5v4KZPyMQ== 0001047469-98-014500.txt : 19980413 0001047469-98-014500.hdr.sgml : 19980413 ACCESSION NUMBER: 0001047469-98-014500 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980408 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980410 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MEDIA CORP CENTRAL INDEX KEY: 0000070412 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 132658741 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06715 FILM NUMBER: 98591386 BUSINESS ADDRESS: STREET 1: ELEVEN PENN CTR STE 1100 STREET 2: 1835 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159884600 MAIL ADDRESS: STREET 1: ELEVEN PENN CENTER SUITE 1100 STREET 2: 1835 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL PARAGON CORP DATE OF NAME CHANGE: 19870827 8-K 1 FORM 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 8, 1998 ------------- NATIONAL MEDIA CORPORATION ------------------------------------------------ (Exact name of registrant as specified in charter) Delaware I-6715 13-2658741 - -------------------------------------------------------------------------------- (State or Other Juris- (Commission File Number) (IRS Employer Identi- diction of Incorporation) fication No.) Eleven Penn Center, Ste. 1100, 1835 Market Street, Philadelphia, PA 19103 - ------------------------------------------------------------------- ---------- (Address of principle executive offices) (Zip Code) Registrant's telephone number, including area code 215-988-4600 ------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report.) ---------------- Exhibit Index appears on Page 4 hereof. Item 5. Other Events. On April 8, 1998, National Media Corporation ("National Media") and ValueVision International, Inc. ("ValueVision") announced that ValueVision has received preliminary notification from holders of more than 5% of ValueVision's common stock that they intend to exercise their dissenter's rights with respect to the proposed merger of National Media and ValueVision. ValueVision further reported that it has advised National Media that it does not intend to waive the merger agreement condition to closing requiring that holders of not more than 5% of the shares of ValueVision common stock have demanded their dissenter's rights. ValueVision and National Media had previously scheduled April 14, 1998 special meetings of their shareholders to vote on the proposed merger. In light of receipt of the dissenters' notice, the companies have mutually agreed to postpone their respective shareholder meetings while the companies attempt to renegotiate a restructuring of the proposed merger that is acceptable to each of the companies and in the best interest of their shareholders. A copy of the press release announcing the postponement of the special meetings of shareholders of National Media and ValueVision is attached hereto as Exhibit 99 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99 Press Release, dated April 8, 1998. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL MEDIA CORPORATION (Registrant) Date: April 9, 1998 By: /s/ Brian J. Sisko -------------------- Name: Brian J. Sisko Title: Senior Vice President and General Counsel 3 EXHIBIT INDEX
No. - --- 99 Press Release, dated April 8, 1998, of National Media Corporation and ValueVision.
4 EX-99 2 EXH.99-ANNOUNCE POSTPONMENT EXHIBIT 99 VALUEVISION AND NATIONAL MEDIA ANNOUNCE POSTPONEMENT OF SHAREHOLDER MEETINGS IN LIGHT OF VALUEVISION DISSENTING SHAREHOLDERS MINNEAPOLIS, MN and PHILADELPHIA, PA - April 8, 1998 - ValueVision International, Inc. (Nasdaq:VVTV), an integrated electronic and print media direct marketing company and the nation's third- largest television home shopping network, and National Media Corporation (NYSE:NM), the world's largest publicly-held infomercial direct marketing company, today reported that ValueVision has received preliminary notification from holders of more than 5% of ValueVision's common stock that they intend to exercise their dissenter's rights with respect tot he proposed merger of ValueVision and National Media. ValueVision further reported that it has advised National Media that it does not intend to waive the merger agreement condition to closing requiring that holders of not more than 5% of the shares of ValueVision common stock have demanded their dissenter's rights. ValueVision and National Media had previously scheduled April 14, 1998 special meetings of their shareholders to vote on the proposed merger. In light of the receipt of the dissenters' notice, the companies have mutually agreed to postpone their respective shareholder meetings while the companies attempt to negotiate a restructuring of the proposed merger that is acceptable to each of the companies and in the best interest of their shareholders. (Note: The Private Securities Litigation Reform Act of 1995 provides a "safe-harbor" for forward-looking statements. Certain information included in this news release contains statements that are forward-looking, such as statement relating to the consummation of the merger between ValueVision and National Media Corporation. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including the possibility that acceptable terms will not be reached, or that if reached, approval of the shareholders of both companies will not be obtained so that the merger will not be consummated. For more information on the potential factors that could affect the companies, investors should refer to the companies' filings with the Securities and Exchange Commission, including the companies' joint proxy statement dated March 16, 1998, and their annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.) # # #
Contacts: Stuart R. Romenesko John J. Sullivan Jeff Majtyka Senior Vice President, Finance Senior Vice President and Ryan Barr and Chief Financial Officer Chief Financial Officer Brainerd Communicators, Inc. ValueVision International, Inc. National Media Corporation 212-986-6667 612-947-5207 215-988-4600
-----END PRIVACY-ENHANCED MESSAGE-----