-----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, Ez0naszAZhbi06XPReMX80MkVlKAinmN8I0MLvxCynnWepg120hAT5nGJ72iq1QC Eg5VLJVUuoprUxX6TbD2Og== 0001209191-04-054899.txt : 20041129 0001209191-04-054899.hdr.sgml : 20041129 20041129162923 ACCESSION NUMBER: 0001209191-04-054899 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041118 FILED AS OF DATE: 20041129 DATE AS OF CHANGE: 20041129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holloway Douglas CENTRAL INDEX KEY: 0001309560 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20243 FILM NUMBER: 041171949 BUSINESS ADDRESS: BUSINESS PHONE: 212-413-5152 MAIL ADDRESS: STREET 1: UNIVERSAL TELEVISION NETWORK STREET 2: 1230 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 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 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2004-11-18 0 0000870826 VALUEVISION MEDIA INC VVTV 0001309560 Holloway Douglas 1230 AVENUE OF THE AMERICAS NEW YORK NY 10020 1 0 0 0 None 0 D The Reporting Person is President, Cable Distribution of NBC Universal, Inc. ("NBCU"). As of the date hereof, NBCU and its affiliate, GE Capital Equity Investments, Inc., are the beneficial owners of (a) 10,874,418 shares of Common Stock of the Issuer and (b) 5,339,500 shares of Preferred Stock of the Issuer, which are convertible into 5,339,500 shares of Common Stock of the Issuer. NBCU is the beneficial owner of the following warrants: (i) a warrant to purchase up to 6,000,000 shares of Common Stock of the Issuer at $17.375 per share, which is currently exercisable in full, (ii) a warrant to purchase up to 1,250,000 shares of Common Stock of the Issuer at $8.29 per share, which is currently exercisable in full, (iii) a warrant to purchase up to 343,725 shares of Common Stock of the Issuer at $23.07 per share, which is currently exercisable in full, and (iv) a warrant to purchase up to 36,858 shares of Common Stock of the Issuer at $12.71 per share, which is currently exercisable as to 14,743 shares and becomes exercisable as to 7,371 shares on each of November 11, 2005, November 11, 2006 and November 11, 2007. The Reporting Person does not have beneficial ownership of any of such non-derivative securities or derivative securities, and pursuant to Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Act"), this Form 3 shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such non-derivative securities or derivative securities. /s/Nathan E. Fagre, attorney-in-fact 2004-11-29 EX-24.3_62963 2 poa.txt POA DOCUMENT POWER OF ATTORNEY I, Douglas Holloway, hereby authorize and designate each of Nathan E. Fagre, John T. Roberts and Peter J. Ekberg signing singly, as my true and lawful attorney-in-fact to: (1) execute for and on my behalf, in my capacity as an officer, director and/or greater than 10% shareholder of ValueVision Media, Inc., a Minnesota corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder; (2) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the Securities and Exchange Commission, any stock exchange or similar authority, and the NASDAQ Stock Market; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company or any such attorney-in-fact's substitute or substitutes assuming, any of my responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) a partner of Faegre & Benson LLP, (ii) an employee of Faegre & Benson LLP, or (iii) an employee of the Company or any of its subsidiaries, this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part. I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations under Section 16 of the Exchange Act with respect to my holdings of and transactions in securities issued by the Company. IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 19th day of November, 2004. /s/Douglas Holloway Douglas Holloway -----END PRIVACY-ENHANCED MESSAGE-----