-----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, NdIqdaM9/u8sCjlFdZkS8gyIvXzQInrqPdLuEquPhVLltQgswKGIBcS3YmGWuxDr R22mX79KPCVZct4pfrlY8Q== 0000893750-99-000381.txt : 20030213 0000893750-99-000381.hdr.sgml : 20030213 19990712185515 ACCESSION NUMBER: 0000893750-99-000381 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990712 DATE AS OF CHANGE: 19990716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALUEVISION INTERNATIONAL 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 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 99663151 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 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] RELATIONSHIP: OWNER IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: C/O BANK OF NEW YORK CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: (203) 373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 4 1 OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response. . . . . . . . . 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 / / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940. 1. Name and Address of Reporting Person* GENERAL ELECTRIC COMPANY (Last) (First) (Middle) 3135 Easton Turnpike (Street) Fairfield Connecticut 06431 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol ValueVision International, Inc. ("VVTV") 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) N/A 4. Statement for Month/Year June 1999 5. If Amendment, Date of Original (Month/Year) N/A 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner ----- ----- Officer (give title below) Other (specify below) ----- ----- Member of Schedule 13D Group ---------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X -------- Form filed by One Reporting Person -------- Form filed by More than One Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 3. Transaction Code (Instr. 8) Code V 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Series A Redeemable Convertible Preferred Stock 2. Conversion or Exercise Price of Derivative Security 1-for-1 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) 1,600,000 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 See (2) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock 1,600,000 (3) 8. Price of Derivative Security (Instr. 5) $8.288 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) 5,339,500 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (I) 11. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Common Stock Purchase Warrant 2. Conversion or Exercise Price of Derivative Security See (4) 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) See (5) 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 4/15/2004 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock See (5) 8. Price of Derivative Security (Instr. 5) See (6) 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) See (5) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (I) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Explanation of Responses: (1) The Reporting Person and its affiliates, General Electric Capital Services, Inc., General Electric Capital Corporation, G.E. Capital Equity Investments, Inc., National Broadcasting Company Holding, Inc and National Broadcasting Company, Inc. may be deemed to constitute a "group" as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to holdings of equity securities of the Issuer. The Reporting Person does not affirm the existence of a "group" for such purposes and this statement should not be construed as an admission that the Reporting Person is the beneficial owner of any securities other than those set forth on this Form 4. (2) The shares of Series A Redeemable Convertible Preferred Stock (the "Preferred Stock") described are subject to mandatory redemption by the Company on the tenth anniversary of the date of issuance of such Preferred Stock at a price per share equal to $8.288 plus declared and unpaid dividends. (3) Subject to customary anti-dilution provisions. (4) If exercised prior to April 15, 2001, the Common Stock Purchase Warrant (the "Warrant") allows the holder thereof to purchase Common Stock of the Company at a per share price equal to the greater of (a) the greater of (i) the 45-trading day trailing average closing price of the Common Stock and (ii) the 150-trading day trailing average closing price and (b) $12.00 (subject to customary anti-dilution provisions). If exercised on or after April 15, 2001, the Warrant allows the holder thereof to purchase Common Stock of the Company at a price per share equal to the greater of (a) the 45-trading day trailing average price of the Common Stock and (ii) $15.00 (subject to customary anti-dilution provisions). (5) The Warrant allows G.E. Capital Equity Investments, Inc. and its affiliates (the "Restricted Parties") to purchase up to that number of shares of Common Stock that results in the Restricted Parties, at each time the Warrant is exercised, beneficially owning up to (a) 39.9% of the then Adjusted Outstanding Common Stock (as defined in the next sentence) minus (b) the aggregate number of shares of Common Stock directly or indirectly sold, transferred or otherwise disposed of by all Restricted Parties (other than a sale, transfer or disposition to another Restricted Party) prior to and including the date of exercise of the Warrant (subject to customary anti-dilution provisions). The "Adjusted Outstanding Common Stock" means, at any time the Warrant is exercised, the total number of shares of Common Stock outstanding, including all shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock, all shares of Common Stock issuable upon exercise of any other issued and outstanding warrants to purchase Common Stock held by the Restricted Parties (whether vested or unvested) and all shares of Common Stock purchased pursuant to the subject exercise of the Warrant. (6) The Warrant was issued to G.E. Capital Equity Investments, Inc. as part of a transaction in which G.E. Capital Equity Investments, Inc. purchased 5,339,500 shares of Preferred Stock. No separate purchase price was allocated to the Warrant. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. GENERAL ELECTRIC COMPANY June 2, 1999 ------------ Date By /s/ Michael Pralle - ----------------------------------------- Name: Michael Pralle Title: Attorney-in-fact ** Signature of Reporting Person 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. Berton Jeffrey B. Werner Michael A. Gaudino J. Gordon Smith Michael E. Pralle Paul J. Licurai 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 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 agreement sand 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 afforation of the seal of the Corporation. The Power of Attorney conferred hereby shall be delegable by any 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, 2000. 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 30th day of April, 1998. General Electric Company (Corporate Seal) By: /s/ Philip D. Arneen ------------------------------------ Philip D. Arneen, Vice President Attest: /s/ Robert E. Healing - ------------------------------------------- Robert E. Healing, Attesting Secretary -2- OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response. . . . . . . . . 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 / / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940. 1. Name and Address of Reporting Person* NATIONAL BROADCASTING COMPANY HOLDING, INC. (Last) (First) (Middle) 30 Rockefeller Plaza (Street) New York New York 10112 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol ValueVision International, Inc. ("VVTV") 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) N/A 4. Statement for Month/Year June 1999 5. If Amendment, Date of Original (Month/Year) N/A 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner ----- ----- Officer (give title below) Other (specify below) ----- ----- Member of Schedule 13D Group ---------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X -------- Form filed by One Reporting Person -------- Form filed by More than One Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 3. Transaction Code (Instr. 8) Code V 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Series A Redeemable Convertible Preferred Stock 2. Conversion or Exercise Price of Derivative Security 1-for-1 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) 1,600,000 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 See (2) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock 1,600,000 (3) 8. Price of Derivative Security (Instr. 5) $8.288 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) 5,339,500 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (I) 11. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Common Stock Purchase Warrant 2. Conversion or Exercise Price of Derivative Security See (4) 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) See (5) 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 4/15/2004 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock See (5) 8. Price of Derivative Security (Instr. 5) See (6) 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) See (5) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (I) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Explanation of Responses: (1) The Reporting Person and its affiliates, General Electric Capital Services, Inc., General Electric Capital Corporation, General Electric Company, G.E. Capital Equity Investments, Inc., National Broadcasting Company Holding, Inc and National Broadcasting Company, Inc. may be deemed to constitute a "group" as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to holdings of equity securities of the Issuer. The Reporting Person does not affirm the existence of a "group" for such purposes and this statement should not be construed as an admission that the Reporting Person is the beneficial owner of any securities other than those set forth on this Form 4. (2) The shares of Series A Redeemable Convertible Preferred Stock (the "Preferred Stock") described are subject to mandatory redemption by the Company on the tenth anniversary of the date of issuance of such Preferred Stock at a price per share equal to $8.288 plus declared and unpaid dividends. (3) Subject to customary anti-dilution provisions. (4) If exercised prior to April 15, 2001, the Common Stock Purchase Warrant (the "Warrant") allows the holder thereof to purchase Common Stock of the Company at a per share price equal to the greater of (a) the greater of (i) the 45-trading day trailing average closing price of the Common Stock and (ii) the 150-trading day trailing average closing price and (b) $12.00 (subject to customary anti-dilution provisions). If exercised on or after April 15, 2001, the Warrant allows the holder thereof to purchase Common Stock of the Company at a price per share equal to the greater of (a) the 45-trading day trailing average price of the Common Stock and (ii) $15.00 (subject to customary anti-dilution provisions). (5) The Warrant allows G.E. Capital Equity Investments, Inc. and its affiliates (the "Restricted Parties") to purchase up to that number of shares of Common Stock that results in the Restricted Parties, at each time the Warrant is exercised, beneficially owning up to (a) 39.9% of the then Adjusted Outstanding Common Stock (as defined in the next sentence) minus (b) the aggregate number of shares of Common Stock directly or indirectly sold, transferred or otherwise disposed of by all Restricted Parties (other than a sale, transfer or disposition to another Restricted Party) prior to and including the date of exercise of the Warrant (subject to customary anti-dilution provisions). The "Adjusted Outstanding Common Stock" means, at any time the Warrant is exercised, the total number of shares of Common Stock outstanding, including all shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock, all shares of Common Stock issuable upon exercise of any other issued and outstanding warrants to purchase Common Stock held by the Restricted Parties (whether vested or unvested) and all shares of Common Stock purchased pursuant to the subject exercise of the Warrant. (6) The Warrant was issued to G.E. Capital Equity Investments, Inc. as part of a transaction in which G.E. Capital Equity Investments, Inc. purchased 5,339,500 shares of Preferred Stock. No separate purchase price was allocated to the Warrant. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. NATIONAL BROADCASTING COMPANY HOLDING, INC. June 2, 1999 ------------ Date By /s/ Mark W. Begor ------------------------------ Name: Mark W. Begor Title: Treasurer ** Signature of Reporting Person OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response. . . . . . . . . 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 / / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940. 1. Name and Address of Reporting Person* NATIONAL BROADCASTING COMPANY, INC. (Last) (First) (Middle) 30 Rockefeller Plaza (Street) New York New York 10112 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol ValueVision International, Inc. ("VVTV") 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) N/A 4. Statement for Month/Year June 1999 5. If Amendment, Date of Original (Month/Year) N/A 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner ----- ----- Officer (give title below) Other (specify below) ----- ----- Member of Schedule 13D Group ---------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X -------- Form filed by One Reporting Person -------- Form filed by More than One Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 3. Transaction Code (Instr. 8) Code V 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Series A Redeemable Convertible Preferred Stock 2. Conversion or Exercise Price of Derivative Security 1-for-1 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) 1,600,000 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 See (2) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock 1,600,000 (3) 8. Price of Derivative Security (Instr. 5) $8.288 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) 5,339,500 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (D) 11. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Common Stock Purchase Warrant 2. Conversion or Exercise Price of Derivative Security See (4) 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) See (5) 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 4/15/2004 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock See (5) 8. Price of Derivative Security (Instr. 5) See (6) 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) See (5) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (D) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Explanation of Responses: (1) The Reporting Person and its affiliates, General Electric Capital Services, Inc., General Electric Capital Corporation, General Electric Company, National Broadcasting Company Holding, Inc and G.E. Capital Equity Investments, Inc. may be deemed to constitute a "group" as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to holdings of equity securities of the Issuer. The Reporting Person does not affirm the existence of a "group" for such purposes and this statement should not be construed as an admission that the Reporting Person is the beneficial owner of any securities other than those set forth on this Form 4. (2) The shares of Series A Redeemable Convertible Preferred Stock (the Preferred Stock") described are subject to mandatory redemption by the Company on the tenth anniversary of the date of issuance of such Preferred Stock at a price per share equal to $8.288 plus declared and unpaid dividends. (3) Subject to customary anti-dilution provisions. (4) If exercised prior to April 15, 2001, the Common Stock Purchase Warrant (the "Warrant") allows the holder thereof to purchase Common Stock of the Company at a per share price equal to the greater of (a) the greater of (i) the 45-trading day trailing average closing price of the Common Stock and (ii) the 150-trading day trailing average closing price and (b) $12.00 (subject to customary anti-dilution provisions). If exercised on or after April 15, 2001, the Warrant allows the holder thereof to purchase Common Stock of the Company at a price per share equal to the greater of (a) the 45-trading day trailing average price of the Common Stock and (ii) $15.00 (subject to customary anti-dilution provisions). (5) The Warrant allows G.E. Capital Equity Investments, Inc. and its affiliates (the "Restricted Parties") to purchase up to that number of shares of Common Stock that results in the Restricted Parties, at each time the Warrant is exercised, beneficially owning up to (a) 39.9% of the then Adjusted Outstanding Common Stock (as defined in the next sentence) minus (b) the aggregate number of shares of Common Stock directly or indirectly sold, transferred or otherwise disposed of by all Restricted Parties (other than a sale, transfer or disposition to another Restricted Party) prior to and including the date of exercise of the Warrant (subject to customary anti-dilution provisions). The "Adjusted Outstanding Common Stock" means, at any time the Warrant is exercised, the total number of shares of Common Stock outstanding, including all shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock, all shares of Common Stock issuable upon exercise of any other issued and outstanding warrants to purchase Common Stock held by the Restricted Parties (whether vested or unvested) and all shares of Common Stock purchased pursuant to the subject exercise of the Warrant. (6) The Warrant was issued to G.E. Capital Equity Investments, Inc. as part of a transaction in which G.E. Capital Equity Investments, Inc. purchased 5,339,500 shares of Preferred Stock. No separate purchase price was allocated to the Warrant. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. NATIONAL BROADCASTING COMPANY, INC. June 2, 1999 ------------ Date By /s/ Mark W. Begor - ------------------------------------------ Name: Mark W. Begor Title: Executive Vice President & CFO ** Signature of Reporting Person OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response. . . . . . . . . 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 / / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940. 1. Name and Address of Reporting Person* GENERAL ELECTRIC CAPITAL SERVICES, INC. (Last) (First) (Middle) 260 Long Ridge Road (Street) Stamford Connecticut 06297 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol ValueVision International, Inc. ("VVTV") 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) N/A 4. Statement for Month/Year June 1999 5. If Amendment, Date of Original (Month/Year) N/A 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner ----- ----- Officer (give title below) Other (specify below) ----- ----- Member of Schedule 13D Group ---------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X -------- Form filed by One Reporting Person -------- Form filed by More than One Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 3. Transaction Code (Instr. 8) Code V 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Series A Redeemable Convertible Preferred Stock 2. Conversion or Exercise Price of Derivative Security 1-for-1 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) 1,600,000 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 See (2) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock 1,600,000 (3) 8. Price of Derivative Security (Instr. 5) $8.288 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) 5,339,500 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (I) 11. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Common Stock Purchase Warrant 2. Conversion or Exercise Price of Derivative Security See (4) 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) See (5) 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 4/15/2004 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock See (5) 8. Price of Derivative Security (Instr. 5) See (6) 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) See (5) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (I) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Explanation of Responses: (1) The Reporting Person and its affiliates, G.E. Capital Equity Investments, Inc., General Electric Company, National Broadcasting Company Holding, Inc and National Broadcasting Company, Inc. may be deemed to constitute a "group" as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to holdings of equity securities of the Issuer. the Reporting Person does not affirm the existence of a "group" for such purposes and this statement should not be construed as an admission that the Reporting person is the beneficial owner of any securities other than those set forth on this Form 4. (2) The shares of Series A Redeemable convertible preferred Stock (the "Preferred Stock") described are subject to mandatory redemption by the Company on the tenth anniversary of the date of issuance of such Preferred Stock at a price per share equal to $8.288 plus declared and unpaid dividends. (3) Subject to customary anti-dilution provisions. (4) If exercised prior to April 15, 2001, the Common Stock Purchase Warrant (the "Warrant") allows the holder thereof to purchase common Stock of the Company at a per share price equal to the greater of (a) the greater of (i) the 45-trading day trailing average closing price and (b) $12.00 (subject to customary anti-dilution provisions). If exercised on or after April 15, 2001, the Warrant allows the holder thereof to purchase Common Stock of the Company at a price per share equal to the greater of (a) the 45-trading day trailing average price of the Common Stock and (ii) $15.00 (subject to customary anti-dilution provisions). (5) The Warrant allows G.E. Capital Equity Investments, Inc. and its affiliates (the "Restricted parties") to purchase up to that number of shares of Common Stock that results in the Restricted parties, at each time the Warrant is exercised, beneficially owning up to (a) 39.9% of the then Adjusted Outstanding Common Stock (as defined in the next sentence) minus (b) the aggregate number of shares of Common Stock directly or indirectly sold, transferred or otherwise disposed of by all Restricted Parties (other than a sale, transfer or disposition to another Restricted Party) prior to and including the date of exercise of the Warrant (subject to customary anti-dilution provisions). The "Adjusted Outstanding Common Stock" means, at any time the Warrant is exercised, the total number of shares of Common Stock outstanding, including all shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock, all shares of Common Stock issuable upon exercise of any other issued and outstanding warrants to purchase Common Stock held by the Restricted parties (whether vested or unvested) and all shares of Common Stock purchased pursuant to the subject exercise of the Warrant. (6) The Warrant was issued to G.E. Capital Equity Investments, Inc. as part of a transaction in which G.E. Capital Equity Investments, Inc. purchased 5,339,500 shares of Preferred Stock. No Separate purchase price as allocated to the Warrant. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. GENERAL ELECTRIC CAPITAL SERVICES, INC. June 2, 1999 ------------ Date By /s/ Michael Pralle ------------------------------- Name: Michael Pralle Title: Attorney-in-fact GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael Pralle ------------------------------- Name: Michael Pralle Title: Vice President ** Signature of Reporting Person Joint Filer Information Name: GENERAL ELECTRIC CAPITAL CORPORATION Address: 260 Long Ridge Road Stamford, CT 06927 Designated Filer: GENERAL ELECTRIC CAPITAL SERVICES, INC. Issue Ticker Symbol: VALUEVISION INTERNATIONAL, INC. (VVTV) Date of Event Requiring Statement: 6/2/99 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 J. Gordon Smith Michael E. Pralle Paul J. Licurai 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 At 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 serv 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, 2000. -1- 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 30th day of April, 1998. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton ---------------------------------- Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. McAnaney - ---------------------------------------- Brian T. McAnaney, Assistant Secretary -2- OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response. . . . . . . . . 0.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 / / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b) STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940. 1. Name and Address of Reporting Person* GE CAPITAL EQUITY INVESTMENTS, INC. (Last) (First) (Middle) c/o 120 Long Ridge Road (Street) Stamford Connecticut 06297 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol ValueVision International, Inc. ("VVTV") 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) N/A 4. Statement for Month/Year June 1999 5. If Amendment, Date of Original (Month/Year) N/A 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner ----- ----- Officer (give title below) Other (specify below) ----- ----- Member of Schedule 13D Group ---------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X -------- Form filed by One Reporting Person -------- Form filed by More than One Reporting Person Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED 1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 3. Transaction Code (Instr. 8) Code V 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Series A Redeemable Convertible Preferred Stock 2. Conversion or Exercise Price of Derivative Security 1-for-1 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) 1,600,000 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 See (2) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock 1,600,000 (3) 8. Price of Derivative Security (Instr. 5) $8.288 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) 5,339,500 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (D) 11. Nature of Indirect Beneficial Ownership (Instr. 4) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) 1. Title of Derivative Security (Instr. 3) Common Stock Purchase Warrant 2. Conversion or Exercise Price of Derivative Security See (4) 3. Transaction Date (Month/Day/Year) 6/2/99 4. Transaction Code (Instr. 8) Code V P 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) (D) See (5) 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 4/15/99 4/15/2004 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares Common Stock See (5) 8. Price of Derivative Security (Instr. 5) See (6) 9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4) See (5) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) (D) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Explanation of Responses: (1) The Reporting Person and its affiliates, General Electric Capital Services, Inc., General Electric Capital Corporation, General Electric Company, National Broadcasting Company Holding, Inc and National Broadcasting Company, Inc. may be deemed to constitute a "group" as such term is defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to holdings of equity securities of the Issuer. The Reporting Person does not affirm the existence of a "group" for such purposes and this statement should not be construed as an admission that the Reporting Person is the beneficial owner of any securities other than those set forth on this Form 4. (2) The shares of Series A Redeemable Convertible Preferred Stock (the "Preferred Stock") described are subject to mandatory redemption by the Company on the tenth anniversary of the date of issuance of such Preferred Stock at a price per share equal to $8.288 plus declared and unpaid dividends. (3) Subject to customary anti-dilution provisions. (4) If exercised prior to April 15, 2001, the Common Stock Purchase Warrant (the "Warrant") allows the holder thereof to purchase Common Stock of the Company at a per share price equal to the greater of (a) the greater of (i) the 45-trading day trailing average closing price of the Common Stock and (ii) the 150-trading day trailing average closing price and (b) $12.00 (subject to customary anti-dilution provisions). If exercised on or after April 15, 2001, the Warrant allows the holder thereof to purchase Common Stock of the Company at a price per share equal to the greater of (a) the 45-trading day trailing average price of the Common Stock and (ii) $15.00 (subject to customary anti-dilution provisions). (5) The Warrant allows G.E. Capital Equity Investments, Inc. and its affiliates (the "Restricted Parties") to purchase up to that number of shares of Common Stock that results in the Restricted Parties, at each time the Warrant is exercised, beneficially owning up to (a) 39.9% of the then Adjusted Outstanding Common Stock (as defined in the next sentence) minus (b) the aggregate number of shares of Common Stock directly or indirectly sold, transferred or otherwise disposed of by all Restricted Parties (other than a sale, transfer or disposition to another Restricted Party) prior to and including the date of exercise of the Warrant (subject to customary anti-dilution provisions). The "Adjusted Outstanding Common Stock" means, at any time the Warrant is exercised, the total number of shares of Common Stock outstanding, including all shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock, all shares of Common Stock issuable upon exercise of any other issued and outstanding warrants to purchase Common Stock held by the Restricted Parties (whether vested or unvested) and all shares of Common Stock purchased pursuant to the subject exercise of the Warrant. (6) The Warrant was issued to G.E. Capital Equity Investments, Inc. as part of a transaction in which G.E. Capital Equity Investments, Inc. purchased 5,339,500 shares of Preferred Stock. No separate purchase price was allocated to the Warrant. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. G.E. CAPITAL EQUITY INVESTMENTS, INC. June 2, 1999 ------------ Date By /s/ Michael Pralle ---------------------------------- Name: Michael Pralle Title:President ** Signature of Reporting Person -----END PRIVACY-ENHANCED MESSAGE-----