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)
06/26/2006
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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 |
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| 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 |
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 |
| Series A Redeemable Convertible Preferred Stock |
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06/26/2006 |
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J
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1,206,258 |
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Common Stock |
1,206,258 |
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0 |
D
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| Series A Redeemable Convertible Preferred Stock |
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06/26/2006 |
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J
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1,206,258 |
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|
|
Common Stock |
1,206,258 |
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5,339,500 |
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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| Remarks: |
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/s/ Elizabeth A. Newell, Assistant Secretary/NBC |
06/28/2006 |
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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
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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 John W. Campo, Jr.
James C. Ungari Barbara Gould
Preston H. Abbott Barbara Daniele
Barbara A. Lane Alex Urquhart
Alan Lewis Amy Fisher
Michael Pastore Mark Kaplaw
Ronald Herman Eileen Brumback
Frank Ertl Carlos Carrasquillo
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 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 December 31, 2006.
This Power of Attorney supersedes in its entirety the Power of Attorney
granted by the Corporation on February 7, 2005 that was scheduled to expire on
December 31, 2005.
IN WITNESS WHEREOF, the Corporation has caused the 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 1st day of January
2006.
General Electric Capital Services, Inc.
(Corporate Seal)
By: /s/ Brian T. Mcananey
----------------------------------------
Brian T. McAnaney, Vice President,
General Counsel and Secretary
Attest:
- -----------------------------
Assistant Secretary
Exhibit 24.2
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POWER OF ATTORNEY
The undersigned, General Electric Company, 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 John W. Campo, Jr.
James C. Ungari Barbara Gould
Preston H. Abbott Barbara Daniele
Barbara A. Lane Alex Urquhart
Alan Lewis Amy Fisher
Michael Pastore Mark Kaplaw
Ronald Herman Eileen Brumback
Frank Ertl Carlos Carrasquillo
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 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 December 31, 2006.
This Power of Attorneys supersedes in its entirety the Power of Attorney
granted by the Corporation on February 7, 2005 that was scheduled to expire on
December 31, 2005.
IN WITNESS WHEREOF, the Corporation has caused the 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 1st day of January
2006.
General Electric Company
(Corporate Seal)
By: /s/ Philip D. Ameen
-----------------------
Philip D. Ameen
Vice President
Attest:
- -----------------------------
Assistant Secretary
Exhibit 99.1
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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): 6/26/2006
Designated Filer: NBC Universal, Inc.
Signature:
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By /s/ Elizabeth A. Newell
----------------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary
June 28, 2006
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.
1
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): 6/26/2006
Designated Filer: NBC Universal, Inc.
Signature:
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ John W. Campo, Jr.
----------------------------------
Name: John W. Campo, Jr.
Title: Managing Director
June 28, 2006
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.
2
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): 6/26/2006
Designated Filer: NBC Universal, Inc.
Signature:
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ John W. Campo, Jr.
----------------------------------
Name: John W. Campo, Jr.
Title: Assistant Secretary
June 28, 2006
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. General Electric Capital Corporation disclaims
beneficial ownership of all securities reported on this Form except to the
extent of its pecuniary interest.
3
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): 6/26/2006
Designated Filer: NBC Universal, Inc.
Signature:
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ John W. Campo, Jr.
----------------------------------
Name: John W. Campo, Jr.
Title: Attorney-in-fact
June 28, 2006
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.
4
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): 6/26/2006
Designated Filer: NBC Universal, Inc.
Signature:
GENERAL ELECTRIC COMPANY
By: /s/ John W. Campo, Jr.
----------------------------------
Name: John W. Campo, Jr.
Title: Attorney-in-fact
June 28, 2006
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.
5
