SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VALUEVISION MEDIA INC
[ VVTV ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
04/07/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
04/07/2004 |
|
X
|
|
200,000 |
A |
$8.288
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200,000 |
D
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| Common Stock |
04/07/2004 |
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S
|
|
98,491 |
D |
$16.83
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101,509 |
D
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| Common Stock |
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10,674,418 |
I |
FN
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Distributor Warrant (right to buy) |
$8.288
|
04/07/2004 |
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X |
|
|
200,000 |
|
|
Common Stock |
200,000 |
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1,250,000 |
D
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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|
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|
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| Remarks: |
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/s/ Elizabeth A. Newell, Assistant Secretary |
08/30/2004 |
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** Signature of Reporting Person |
Date |
| 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). |
| ** 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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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
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
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
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.
