-----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, DTlSIWOtY3c0TlwnE83kzB1vjtQ+FZfq2BSEf26J/SudQloQnFuFU7jwse831sqO BeWKzIonfDR+hYK02h/FIw== 0000893750-99-000365.txt : 19990708 0000893750-99-000365.hdr.sgml : 19990708 ACCESSION NUMBER: 0000893750-99-000365 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990707 GROUP MEMBERS: GE CAPITAL EQUITY INVESTMENTS, INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORP GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: NATIONAL BROADCASTING COMPANY HOLDING, INC. GROUP MEMBERS: NATIONAL BROADCASTING COMPANY, INC. 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41757 FILM NUMBER: 99660304 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Information to Be Included in Statements Filed Pursuant To Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) (Amendment No. 2 ) ValueVision International, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 92047K107 (CUSIP Number) Nancy E. Barton, Esq., General Electric Capital Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927 (203) 357-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 6, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D/A CUSIP No. 92047K107 Page 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GE CAPITAL EQUITY INVESTMENTS, INC. 06-1468495 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENE- 8 SHARED VOTING POWER FICIALLY OWNED BY 16,213,918 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 16,213,918 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,213,918 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% 14 TYPE OF REPORTING PERSON CO SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. SCHEDULE 13D/A CUSIP No. 92047K107 Page 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NATIONAL BROADCASTING COMPANY, INC. 14-1682529 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENE- 8 SHARED VOTING POWER FICIALLY OWNED BY 16,213,918 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 16,213,918 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,213,918 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% 14 TYPE OF REPORTING PERSON CO SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. SCHEDULE 13D/A CUSIP No. 92047K107 Page 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL CORPORATION 13-1500700 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENE- 8 SHARED VOTING POWER FICIALLY OWNED BY 16,213,918 EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH 10 SHARED DISPOSITIVE POWER 16,213,918 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,213,918 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /x/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.1% 14 TYPE OF REPORTING PERSON CO SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. SCHEDULE 13D/A CUSIP No. 92047K107 Page 5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC CAPITAL SERVICES, INC. 06-1109503 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES Disclaimed (see 11 below) BENE- 8 SHARED VOTING POWER FICIALLY OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON Disclaimed (see 11 below) WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial Ownership of all Shares disclaimed by General Electric Capital Services, Inc. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /x/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not Applicable (see 11 above) 14 TYPE OF REPORTING PERSON CO SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. SCHEDULE 13D/A CUSIP No. 92047K107 Page 6 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GENERAL ELECTRIC COMPANY 14-0689340 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF SHARES Disclaimed (see 11 below) BENE- 8 SHARED VOTING POWER FICIALLY OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON Disclaimed (see 11 below) WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial Ownership of all Shares disclaimed by General Electric Company 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not Applicable (see 11 above) 14 TYPE OF REPORTING PERSON CO SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. SCHEDULE 13D/A CUSIP No. 92047K107 Page 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON NATIONAL BROADCASTING COMPANY HOLDING, INC. 13-3448662 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/ (b) /x/ 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES Disclaimed (see 11 below) BENE- 8 SHARED VOTING POWER FICIALLY OWNED BY -0- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON Disclaimed (see 11 below) WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Beneficial Ownership of all Shares disclaimed by National Broadcasting Company Holding, Inc. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /x/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Not Applicable (see 11 above) 14 TYPE OF REPORTING PERSON CO SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. CUSIP 92047K107 AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 (this "Amendment") amends the Schedule 13D filed on April 26, 1999, as amended by Amendment No. 1 filed on June 3, 1999 (as so amended, the "Schedule 13D"), which relates to shares of common stock, par value $0.01 per share, of ValueVision International, Inc., a Minnesota corporation. Capitalized terms used herein but not defined shall have the meanings attributed to them in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration On July 6, 1999, GECEI exercised the Investment Warrant to obtain 10,674,418 shares of Common Stock at an exercise price per share of $16.71 for aggregate cash consideration totaling $178,369,524.78. The source of funds used to purchase such shares of Common Stock was the working capital of GECEI. Item 5. Interest in Securities of the Issuer The responses of the Reporting Persons on Rows (11) through (13) of the cover pages of this Amendment are incorporated herein by reference. As of July 6, 1999, the Reporting Persons owned (i) 10,674,418 shares of Common Stock of the Company, (ii) 5,339,500 shares of Preferred Stock, which are convertible into 5,339,500 shares of Common Stock and (iii) the Distributor Warrant, which is currently exercisable for 200,000 shares of Common Stock (which securities do not include the 1,250,000 additional shares of Common Stock subject to the Distributor Warrant for which the Distributor Warrant is not yet exercisable and any shares of Common Stock issuable upon future exercise of the Investment Warrant in the event the Company increases the number of shares of Common Stock). Accordingly, as of July 6, 1999, GECEI and NBC, and GE Capital, by virtue of its ownership of all the Common Stock of GECEI, may be deemed to have joint beneficial ownership of 16,213,918 shares of Common Stock. The Company has informed the Reporting Persons that on July 6, 1999, the Company had 36,979,718 shares of Common Stock issued and outstanding (including the 10,674,418 shares issued to the Reporting Persons on such date). Accordingly, as of the date hereof, GECEI and NBC, and GE Capital, by virtue of its ownership of all the Common Stock of GECEI, may be deemed to have joint beneficial ownership of 38.1% of the outstanding shares of Common Stock, assuming (i) issuance of 5,339,500 shares of Common Stock upon conversion of the Preferred Shares and (ii) the exercise of the Distributor Warrant with respect to 200,000 shares of Common Stock. CUSIP 92047K107 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Michael E. Pralle --------------------------------------- Name: Michael E. Pralle Title: President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Michael E. Pralle --------------------------------------- Name: Michael E. Pralle Title: Vice President GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Michael E. Pralle --------------------------------------- Name: Michael E. Pralle Title: Attorney-in-fact GENERAL ELECTRIC COMPANY By: /s/ Michael E. Pralle --------------------------------------- Name: Michael E. Pralle Title: Attorney-in-fact CUSIP 92047K107 NATIONAL BROADCASTING COMPANY, INC. By: /s/ Mark Begor --------------------------------------- Name: Mark Begor Title: Executive Vice President NATIONAL BROADCASTING COMPANY HOLDING, INC. By: /s/ Mark Begor --------------------------------------- Name: Mark Begor Title: Treasurer Dated: July 7, 1999 -----END PRIVACY-ENHANCED MESSAGE-----