-----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, NET0hwCAmH01j/CFjycdtypZEBC2zikJ4i2L5uCbJgmbtepp4/q6JrXWSZFgAszA SVhz1e0soin+19JeUT+50g== 0000909518-04-000747.txt : 20040831 0000909518-04-000747.hdr.sgml : 20040831 20040831150443 ACCESSION NUMBER: 0000909518-04-000747 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040407 FILED AS OF DATE: 20040831 DATE AS OF CHANGE: 20040831 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: 041008101 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 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: 041008096 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: 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: 041008095 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 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: 041008097 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: NBC Universal, Inc. CENTRAL INDEX KEY: 0000902739 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 041008103 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: 041008099 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 nbc7-16_form4ex.xml X0202 4 2004-04-07 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 RD STAMFORD CT 06927 0 0 1 0 0000040554 GENERAL ELECTRIC CAPITAL CORP 260 LONG RIDGE RD STAMFORD CT 06927 0 0 1 0 0000797463 GENERAL ELECTRIC CAPITAL SERVICES INC/CT 260 LONG RIDGE RD STAMFORD CT 06927 0 0 0 1 See (1) to Joint Filer Info 0000040545 GENERAL ELECTRIC CO 3135 EASTON TURNPIKE W3M FAIRFIELD CT 06828 0 0 0 1 See (1) to Joint Filer Info Common Stock 2004-04-07 4 X 0 200000 8.288 A 200000 D Common Stock 2004-04-07 4 S 0 98491 16.83 D 101509 D Common Stock 10674418 I FN Distributor Warrant (right to buy) 8.288 2004-04-07 4 X 0 200000 D Common Stock 200000 1250000 D Directly owned by NBC Universal, Inc. ("NBC"). Directly owned by GE Capital Equity Investments, Inc. ("GECEI"). Indirectly owned by General Electric Capital Corporation ("GE Capital") because, among other things, GECEI is a wholly-owned subsidiary of GE Capital. Also indirectly owned by NBC because of an agreement between GECEI and NBC regarding allocation of investment proceeds. GECEI, GE Capital and NBC disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest. See Exhibit 99.1, incorporated by reference herein. Partial exercise of the Distributor Warrant in a cashless manner with Issuer. Vests in three tranches: 4/22/99 - 200,000 shares; 4/22/00 - an additional 125,000 shares; and 11/16/00 - an additional 1,125,000 shares. Expiration date as to: first tranche - 4/22/04; second tranche - 4/22/05; and third tranche - 11/16/05. Not applicable. See Exhibits 24.1, 24.2 , 24.3 and 99.1 incorporated herein by reference. /s/ Elizabeth A. Newell, Assistant Secretary 2004-08-30 EX-24 2 jd8-25ex24_1.txt 24.1 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 Barbara J. Gould James Ungari Peter J. Muniz Preston Abbott Robert L. Lewis Barbara Lane Wendy E. Ormond Leon E. Roday Amy Fisher Mark F. Mylon Nelson Gonzalez Ward Bobitz Ricardo Silva Patricia Merrill Michael E. Pralle John L. Flannery Joseph E. Parson Ronald Herman Mark D. Kaplow Frank Ertl Stewart Koenigsberg Kevin Korsh 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 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 November 15, 2004. This Power of Attorney supersedes in its entirety the Power of Attorney granted by the Corporation on March 13, 2002 that was scheduled to expire on March 31, 2004. 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 26th day of November, 2003. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Philip D. Ameen ------------------------------------ Brian T. McAnaney, Vice President, General Counsel and Secretary Attest: /s/ J. Keith Morgan - ------------------------------------ J. Keith Morgan, Attesting Secretary EX-24 3 jd8-24ex24_2.txt 24.2 Exhibit 24.2 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: Kathryn A. Cassidy Barbara J. Gould Peter J. Muniz Robert L. Lewis Leon E. Roday Ronald Herman Frank Ertl Wendy E. Ormond Ward Bobitz Amy Fisher Patricia Merrill Mark F. Mylon Michael A. Gaudino Ricardo Silva Nelson Gonzalez Michael E. Pralle Preston Abbott Mark D. Kaplow Barbara Lane Kevin Korsh Joseph E. Parson James Ungari Stewart Koenigsberg John L. Flannery 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 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 November 15, 2004. This Power of Attorney supersedes in its entirety the Power Of Attorney granted by the Corporation on March 12, 2002 that was scheduled to expire on March 31, 2004. 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 16th day of December, 2003. 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-24 4 jd8-30ex24_3.txt 24.3 Exhibit 24.3 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: Ronald J. Herman Frank Ertl John W. Campo, Jr. Each Attorney shall have the power and authority to do the following: To execute and deliver any and all agreements, acknowledgments, consents, letters, undertakings, certificates, notices, receipts, or other documents or instruments on behalf of the Corporation as may in the discretion of the attorney be necessary or desirable in connection with transactions involving the Corporation 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. 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 U.S. 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 documents 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 April 15, 2006. 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 April, 2004. General Electric Capital Corporation (Corporate Seal) By: /s/ Brian T. McAnaney ------------------------------------------ Name: Brian T. McAneney Title: Vice President and General Counsel Attest: /s/ John W. Campo, Jr. - --------------------------------------- John W. Campo, Jr., Attesting Secretary EX-99 5 nbc7-16ex_99.txt 99.1 Exhibit 99.1 ------------ Name and Address of Reporting Person: NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10012 Issuer Name and Ticker or Trading Symbol: ValueVision Media, Inc. (VVTV) Date of Earliest Transaction Required to be Reported (Month/Day/Year): 4/7/2004 Explanation of Reponses: - ------------------------ (1) Directly owned by NBC Universal, Inc. ("NBC"). (2) Directly owned by GE Capital Equity Investments, Inc. ("GECEI"). Indirectly owned by General Electric Capital Corporation ("GE Capital") because, among other things, GECEI is a wholly-owned subsidiary of GE Capital. Also indirectly owned by NBC because of an agreement between GECEI and NBC regarding allocation of investment proceeds. GECEI, GE Capital and NBC disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest. See Exhibit 99.1, incorporated by reference herein. (3) Partial exercise of the Distributor Warrant in a cashless manner with Issuer. (4) Vests in three tranches: 4/22/99 - 200,000 shares; 4/22/00 - an additional 125,000 shares; and 11/16/00 - an additional 1,125,000 shares. Expiration date as to: first tranche - 4/22/04; second tranche - 4/22/05; and third tranche - 11/16/05. (5) Not applicable. 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): 4/7/2004 Designated Filer: NBC Universal, Inc. SIGNATURE: NATIONAL BROADCASTING COMPANY HOLDING, INC. By: /s/ Elizabeth A. Newell ----------------------------------- Name: Elizabeth A. Newell Title: Assistant Secretary August 30, 2004 - --------------- 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. 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): 4/7/2004 Designated Filer: NBC Universal, Inc. SIGNATURE: GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Ronald J. Herman, Jr. --------------------------------- Name: Ronald J. Herman, Jr. Title: President August 30, 2004 - ---------------- 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. 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): 4/7/2004 Designated Filer: NBC Universal, Inc. SIGNATURE: GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Ronald J. Herman, Jr. ---------------------------------- Name: Ronald J. Herman, Jr. Title: Attorney-in-fact August 30, 2004 - --------------- Date 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): 4/7/2004 Designated Filer: NBC Universal, Inc. SIGNATURE: GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Ronald J. Herman, Jr. ----------------------------------- Name: Ronald J. Herman, Jr. Title: Attorney-in-fact August 30, 2004 - --------------- 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. 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): 4/7/2004 Designated Filer: NBC Universal, Inc. SIGNATURE: GENERAL ELECTRIC COMPANY By: /s/ Ronald J. Herman, Jr. ----------------------------- Name: Ronald J. Herman, Jr. Title: Attorney-in-fact August 30, 2004 - --------------- 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. -----END PRIVACY-ENHANCED MESSAGE-----