-----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, Tdrq8JPo5Wna8/VBeqQSNcHrxKsUNVPmTKvfRiamjL7a2R35LqTvD7rqDuaay91R xo+HDdZJ9GRKfB/cOvPoZw== 0000919916-97-000013.txt : 19970222 0000919916-97-000013.hdr.sgml : 19970222 ACCESSION NUMBER: 0000919916-97-000013 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970214 SROS: NASD GROUP MEMBERS: DOMINIC M. MANGONE GROUP MEMBERS: MERCHANT ADVISORS, LIMITED PARTNERSHIP GROUP MEMBERS: MERCHANT DEVELOPMENT CORP. GROUP MEMBERS: MERCHANT PARTNERS L P GROUP MEMBERS: MERCHANT PARTNERS, LIMITED PARTNERSHIP GROUP MEMBERS: RAYMOND L. BANK 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41757 FILM NUMBER: 97531849 BUSINESS ADDRESS: STREET 1: 6740 SHADY OAK RD CITY: EDEN PRAIRIE 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: MERCHANT PARTNERS L P CENTRAL INDEX KEY: 0000933778 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521884016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4200 PINEY GROVE ROAD CITY: GLYNDON STATE: MD ZIP: 21071 BUSINESS PHONE: 4104295011 MAIL ADDRESS: STREET 1: 4200 PINEY GROVE ROAD CITY: GLYNDON STATE: MD ZIP: 21071 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___ ) Value Vision International, Inc. ------------------------------------------------------------------ (Name of Issuer) Common Stock, $.01 par value ------------------------------------------------------------------ (Title of Class of Securities) 92047K107 ------------------------------------- (CUSIP Number) *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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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). CUSIP NO. 92047K107 1 NAME OF REPORTING PERSON Merchant Partners, Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) X ----- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH None 7 SOLE DISPOSITIVE POWER 1,526,414 (1) 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,526,414 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% 12 TYPE OF REPORTING PERSON (See Instructions) PN (1) Power is exercised through its sole general partner, Merchant Advisors, Limited Partnership, a Delaware limited partnership. 1 NAME OF REPORTING PERSON Merchant Advisors, Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) X ----- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH None 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,526,414 (1)(2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,526,414 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% 12 TYPE OF REPORTING PERSON (See Instructions) PN (1) Solely in its capacity as the sole general partner of Merchant Partners, Limited Partnership, a Delaware limited partnership. (2) Power is exercised through its sole general partner, Merchant Development Corp., a Delaware corporation. 1 NAME OF REPORTING PERSON Merchant Development Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) X ----- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH None 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,526,414 (1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,526,414 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% 12 TYPE OF REPORTING PERSON (See Instructions) PN (1) Solely in its capacity as the sole general partner of Merchant Advisors, Limited Partnership, a Delaware limited partnership, which is the sole general partner of Merchant Partners, Limited Partnership, a Delaware limited partnership. 1 NAME OF REPORTING PERSON Dominic M. Mangone 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) X ----- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH None 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,526,414 (1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,526,414 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% 12 TYPE OF REPORTING PERSON (See Instructions) IN (1) Solely in his capacity as one of the two directors and an executive officer and shareholder of Merchant Development Corp., a Delaware corporation, and the sole general partner of Merchant Advisors, Limited Partnership, which is the sole general partner of Merchant Partners, Limited Partnership. 1 NAME OF REPORTING PERSON Raymond L. Bank 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ----- (b) X ----- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH None 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 1,526,414 (1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,526,414 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% 12 TYPE OF REPORTING PERSON (See Instructions) IN (1) Solely in his capacity as one of the two directors and an executive officer and shareholder of Merchant Development Corp., a Delaware corporation, and the sole general partner of Merchant Advisors, Limited Partnership, which is the sole general partner of Merchant Partners, Limited Partnership. ITEM 1 (A) NAME OF ISSUER: ValueVision International, Inc. ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 6740 Shady Oak Road Eden Prairie, MN 55344-3433 ITEM 2 (A) NAME OF PERSON FILING: The names of the persons filing this statement (the "Reporting Persons") are Merchant Partners, Limited Partnership ("Merchant"), Merchant Advisors, Limited Partnership ("Advisors"), Merchant Development Corp., ("Development"), Dominic M. Mangone ("Mr. Mangone") and Raymond L. Bank ("Mr. Bank"). ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE: The address of the principal office of each of Merchant, Advisors, and Development is 9690 Deereco Road, Timonium, Maryland 21093. Mr. Mangone's principal business address is 6 North 271 James Court, Medinah, Illinois 60157. Mr. Bank's principal business address is 9690 Deereco Road, Timonium, Maryland 21093. ITEM 2 (C) CITIZENSHIP: Merchant and Advisors are Delaware limited partnerships. Development is a Delaware corporation. Mr. Mangone and Mr. Bank are citizens of the United States of America. ITEM 2 (D) TITLE OF CLASS OF SECURITIES: This statement relates to common stock, $0.01 par value, of the Issuer ("Common Stock"). ITEM 2 (E) CUSIP NUMBER: 92047K107 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: This item is not applicable. ITEM 4 OWNERSHIP: According to the Company's Quarterly Report on Form 10-Q there were 28,884,498 shares of Common Stock ("Shares") outstanding on December 11, 1996. Accordingly, the Reporting Persons are assuming, as is permitted by applicable rules, that this was the number of Shares outstanding as of December 31, 1996. Pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934 (the "Act"), for purposes of determining the percentage of beneficial ownership, reportable securities that a reporting person has the right to acquire within 60 days are deemed to be reportable securities beneficially owned with respect to that person and issued and outstanding with respect to the issuer. Accordingly, the 1,526,414 Shares which Merchant presently has the right to acquire pursuant to warrants are considered issued and outstanding for purposes of determining the percentages of beneficial ownership reported herein. Therefore, for purposes of this Schedule 13G, the number of Shares issued and outstanding is assumed to be 30,412,912. (a)-(b) Merchant beneficially owns 1,526,414 Shares, which constitutes approximately 5.0% of the Shares outstanding as of December 31, 1996. Each of Advisors, Development, Mangone and Bank, through their relationship with Merchant, may be deemed to beneficially own all of such 1,526,414 Shares, constituting approximately 5.0% of the Shares outstanding. (c) Acting through Advisors, its general partner, Merchant has the sole power to dispose or direct the disposition of all of the 1,526,414 Shares and upon exercise of the warrants would have the sole power to vote or direct the vote of Shares issued upon such exercise. However, Advisors, as the sole general partner of Merchant, Development, as the sole general partner of Advisors, and Mr. Mangone and Mr. Bank, as the directors and officers of Development, each may be deemed to share investment control, and, to the extent of exercise of the warrants, voting control, with respect to such Shares. The Reporting Persons expressly declare that the filing of this statement on Schedule 13G shall not be construed as an admission that they are, for the purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owners of any securities covered by this statement. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. This item is not applicable ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by the Reporting Persons. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. This item is not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP. This item is not applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP. This item is not applicable. ITEM 10 CERTIFICATION. This item is not applicable. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: February 10, 1997 MERCHANT PARTNERS, LIMITED MERCHANT ADVISORS, LIMITED PARTNERSHIP PARTNERSHIP By: MERCHANT ADVISORS, LIMITED By: MERCHANT DEVELOPMENT PARTNERSHIP, CORP., its general partner its general partner By: MERCHANT DEVELOPMENT CORP., By: /S/ Raymond L. Bank its general partner Raymond L. Bank, President By: /S/ Raymond L. Bank Raymond L. Bank, President MERCHANT DEVELOPMENT CORP. By: /S/ Raymond L. Bank /S/ Raymond L. Bank Raymond L. Bank, Raymond L. Bank President /S/ Dominic M. Magone Dominic M. Mangone EXHIBIT INDEX EXHIBIT A - Agreement to the Filing of Joint Statements on Schedule 13G Pursuant to Rules 13d-1(c) and 13d-1(f) EX-1 2 EXHIBIT A Agreement Relating to the Filing of Joint Statements on Schedule 13G Pursuant to Rules 13d-1(c) and 13d-1(f) It is agreed among the undersigned that the Schedule 13G Statement to which this document is Exhibit A is filed on behalf of each of the undersigned as provided in Rules 13d-1(c) and 13d-1(f) of the General Rules and Regulations of the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Date: February 10, 1997 MERCHANT PARTNERS, LIMITED MERCHANT ADVISORS, LIMITED PARTNERSHIP PARTNERSHIP By: MERCHANT ADVISORS, LIMITED By: MERCHANT DEVELOPMENT PARTNERSHIP, CORP., its general partner its general partner By: MERCHANT DEVELOPMENT CORP., By: /S/ Raymond L. Bank its general partner Raymond L. Bank, President By: /S/ Raymond L. Bank Raymond L. Bank, President MERCHANT DEVELOPMENT CORP. By: /S/ Raymond L. Bank /S/ Raymond L. Bank Raymond L. Bank, Raymond L. Bank President /S/ Dominic M. Magone Dominic M. Mangone -----END PRIVACY-ENHANCED MESSAGE-----