-----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, RWwbJdlLA7JXJbBBubv73TJ/8nMJAHgap3K7aJVQ/99aPvjxrDZdQ3l4uZx3cIh1 oAmEIxkCdzP7B9c4h7rE5g== 0001005477-01-003171.txt : 20010514 0001005477-01-003171.hdr.sgml : 20010514 ACCESSION NUMBER: 0001005477-01-003171 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010511 GROUP MEMBERS: GE CAPITAL EQUITY INVESTMENTS, INC. GROUP MEMBERS: GENERAL ELECTRIC CAPITAL CORPORATION GROUP MEMBERS: GENERAL ELECTRIC CAPITAL SERVICES, INC. GROUP MEMBERS: GENERAL ELECTRIC CO GROUP MEMBERS: NATIONAL BROADCASTING COMPANY HOLDING, INC. GROUP MEMBERS: NATIONAL BROADCASTING COMPANY, INC. GROUP MEMBERS: NBC-TSN HOLDING, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELESCAN INC CENTRAL INDEX KEY: 0000832175 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 721121748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41093 FILM NUMBER: 1631129 BUSINESS ADDRESS: STREET 1: 5959 CORPORATE DRIVE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77036 BUSINESS PHONE: 2815889700 MAIL ADDRESS: STREET 1: 5959 CORPORATE DRIVE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77036 FORMER COMPANY: FORMER CONFORMED NAME: MAX RET INC DATE OF NAME CHANGE: 19891117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06431 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE CITY: FAIRFIELD STATE: CT ZIP: 06431 SC 13D/A 1 0001.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) Telescan, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value 879516102 - -------------------------------------------------------------------------------- (Title of Class of Securities) (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) May 3, 2001 - -------------------------------------------------------------------------------- (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(e), 13d-1(f), or 13d-1(g), check the following box |_|. CUSIP NO. 879516102 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GE CAPITAL EQUITY INVESTMENTS, INC. 06-1268495 - -------------------------------------------------------------------------------- 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 ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,338,848 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,165,674 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,338,848 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 879516102 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,338,848 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,173,174 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,338,848 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 879516102 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NBC-TSCN HOLDING, INC. 13-4145308 - -------------------------------------------------------------------------------- 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 ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,338,848 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,173,174 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,338,848 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 879516102 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER DISCLAIMED (SEE 11 BELOW) -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY -------------------------------------------------------- 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* |_| - -------------------------------------------------------------------------------- 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! CUSIP NO. 879516102 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,338,848 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON -0- WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,165,674 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,338,848 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 879516102 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER DISCLAIMED (SEE 11 BELOW) -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY -------------------------------------------------------- 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 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* |_| - -------------------------------------------------------------------------------- 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! CUSIP NO. 879516102 SCHEDULE 13D/A - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER DISCLAIMED (SEE 11 BELOW) -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY -------------------------------------------------------- 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 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! AMENDMENT NO. 3 TO SCHEDULE 13D This Amendment No.3 (this "Amendment") amends the Schedule 13D filed on January 25, 1999, as amended by Amendment No.1 filed on July 25, 1999 and Amendment No. 2 filed on August 17, 1999 (as so amended, the "Schedule 13D"), which relates to shares of common stock, par value $0.01 per share, of Telescan, Inc., a Delaware corporation. Capitalized terms used herein but not defined shall have the meanings attributed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of Schedule 13D is hereby amended and supplemented by deleting the first, second and third paragraphs of Item 2 of Schedule 13D and replacing them with the following: This statement is filed by GE Capital Equity Investments, Inc. ("GECEI"), for and on behalf of itself, National Broadcasting Company, Inc. ("NBC"), General Electric Capital Corporation ("GE Capital"), General Electric Capital Services, Inc. ("GECS") and General Electric Company ("GE"), National Broadcasting Company Holding, Inc. ("NBCH") and NBC-TSCN Holding, Inc ("NBC-TSCN"). GECEI is a wholly-owned subsidiary of GE Capital; GE Capital is a subsidiary of GECS; NBC is a wholly-owned subsidiary of NBCH; NBC-TSCN is a wholly-owned subsidiary of NBC; and GECS and NBCH are a wholly-owned subsidiaries of GE. GECEI, NBC, GE Capital, GECS, GE, NBCH and NBC-TSCN are referred to herein collectively as the "Reporting Persons". An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 2. GECEI is a Delaware corporation with its principal executive offices located at 120 Long Ridge Road, Stamford, Connecticut 06927. The principal business activities of GECEI are the making, managing and disposing of investments in private and public companies. NBC is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. The principal business activities of NBC are the operation of television and cable broadcast networks and television stations and the provision of related media and Internet services. GE Capital is a New York corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GE Capital, together with its affiliates, operates primarily in the financing industry and, to a lesser degree, in the life insurance and property/casualty insurance industries. GECS is a Delaware corporation with its principal executive offices located at 260 Long Ridge Road, Stamford, Connecticut 06927. GECS is a holding company which owns all the common stock of GE Capital and other subsidiaries. GE is a New York corporation with its principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. NBCH is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. NBCH is a holding company that owns all the common stock of NBC. NBC-TSCN is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. NBC-TSCN is a holding company whose principal business is holding the securities of the Company. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of GECEI, NBC, GE Capital, GECS, GE, NBCH and NBC-TSCN are forth on Schedules A, B, C, D, E, E1 and E2 attached hereto, respectively. Item 2 of Schedule 13D is hereby further amended and supplemented by replacing Schedules A, B, C, D and E with the attached revised Schedules A, B, C, D, and E and new Schedules E1 and E2 which set forth the name, business address, present principal occupation or employment and citizenship of each director and executive officer of GECEI, NBC, GE Capital, GECS, GE, NBCH and NBC-TSCN, respectively. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of Schedule 13D is hereby amended and supplemented by adding the following: On June 23, 2000, Elisabeth Y. Sami ("Sami") was elected to the Company's Board of Directors. In connection therewith, Sami entered into an agreement with NBC, dated as of June 23, 2000 (the "Nominee Agreement") whereby Sami agreed to hold as a nominee of NBC all current and future stock options granted by the Company to Sami in her capacity as a non-employee board member of the Company. Pursuant to the Nominee Agreement, Sami agreed to act upon the instructions of NBC with regard to such options. As of the date of this Amendment No. 3, Sami has been issued options to purchase up to 7,500 shares of the Company's Common Stock, all of which are vested and none of which have been exercised. ITEM 4. PURPOSE OF TRANSACTION. Item 4 of Schedule 13D is hereby amended and supplemented by adding the following paragraph immediately before the last paragraph of Item 4: As further described in Item 6 below, NBC-TSCN and GECEI have entered into the Voting Agreement in connection with the ZiaSun Merger. The description of the Voting Agreement contained in this Schedule 13D is qualified in its entirety by reference to the Voting Agreement (attached hereto as Exhibit 5), which is expressly incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of Schedule 13D is hereby amended and supplemented by replacing Item 5(a) with the following: (a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment are incorporated herein by reference. As of May 3, 2001, GECEI, GE Capital, NBC and NBC-TSCN beneficially owned in the aggregate 2,331,348 shares of common Stock of the Company, representing approximately 14.3% of the outstanding shares of Common Stock (based on 16,296,026 shares outstanding of the Company as reported in the Merger Agreement dated as of May 3, 2001 and in the Company's Form 10K for the year ended December 31, 2000). The percentage of the Company's Common Stock owned by the Reporting Persons includes options to purchase up to 7,500 shares of the Company's Common Stock held by Sami as the nominee for NBC pursuant to the Nominee Agreement discussed above in Item 3. Except as disclosed in this Item 5(a), none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, beneficially owns any shares of Common Stock of the Company. Item 5 of Schedule 13D is hereby further amended and supplemented by replacing Item 5(b) with the following: (b) The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this statement on Schedule 13D and (ii) Item 5(a) hereof are incorporated herein by reference. As further described in Item 6, (X) GECEI and NBC have entered into an arrangement with respect to the voting and disposition of the Common Stock acquired under the Purchase Agreement and (Y) NBC-TSCN and GECEI have entered into a voting agreement with respect to the voting of the Common Stock in connection with the ZiaSun Merger. Except as disclosed in this Item 5(b), none of the Reporting Persons, nor to the best of their knowledge, any of their directors or executive officers, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the shares of Common Stock of the Company which they may be deemed to beneficially own. Item 5(e) of Schedule 13D is hereby further amended and supplemented by replacing Item 5(e) with the following: (e) Not applicable. Neither the filing of this Schedule 13D or any amendment thereto, nor anything contained herein is intended as, or should be construed as, an admission that GECS, GE or NBCH is the "beneficial owner" of any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. Item 6 of Schedule 13D is hereby amended and supplemented by replacing the first sentence with the following: The responses to Item 3, 4 and 5 are incorporated herein by reference. Item 6 of Schedule 13D is hereby further amended and supplemented by adding the following paragraph immediately before the last paragraph of Item 6: ZiaSun Technologies, Inc. ("ZiaSun"), NBC-TSCN and GECEI entered into a voting agreement, dated as of May 3, 2001 (the "Voting Agreement"), pursuant to which NBC-TSCN and GECEI agreed to vote all of their shares of Common Stock in the Company in favor of the business combination between the Company and ZiaSun Technologies, Inc. (the "ZiaSun Merger"), the execution and delivery by the Company of the Agreement and Plan of Merger, dated as of May 3, 2001, between ZiaSun and the Company (the "Merger Agreement") and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. The information set forth in response to this Item 6 is qualified in its entirety by reference to the Voting Agreement (attached hereto as Exhibit 5), which is expressly incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of Schedule 13D is hereby amended and supplemented by replacing Exhibit 2 attached thereto with Exhibit 2 attached hereto and by adding the following additional exhibits: Exhibit 2 Joint Filing Agreement dated as of May 10, 2001 by and among the Reporting Persons. Exhibit 5 Voting Agreement, dated as of May 3, 2001, between ZiaSun Technologies, Inc., NBC-TSCN Holding, Inc. and GE Capital Equity Investments, Inc. Exhibit 6 Power of Attorney appointing Barbara J. Gould as agent and attorney-in-fact for General Electric Company. Exhibit 7 Power of Attorney appointing Barbara J. Gould as agent and attorney-in-fact for General Electric Capital services, Inc. 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. GENERAL ELECTRIC COMPANY Dated: May 11, 2001 By: /s/ Barbara J. Gould ---------------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Barbara J. Gould ---------------------------------------- Name: Barbara J. Gould Title: Managing Director and Associate General Counsel GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould ---------------------------------------- Name: Barbara J. Gould Title: Department Operations Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Barbara J. Gould ---------------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact 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: Vice President NBC-TSN HOLDING, INC. By: /s/ Mark Begor ---------------------------------------- Name: Mark Begor Title: Vice President SCHEDULE A TO SCHEDULE 13D Filed by GE Capital Equity Investments, Inc. GE Capital Equity Investments, Inc. Directors and Executive Officers
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Director GE Capital Equity Investments, Inc. Joseph E. Parsons 120 Long Ridge Road President, Chairman of the Board Stamford, CT 06927 Citizenship: U.S.A. Officers GE Capital Equity Investments, Inc. Joseph E. Parsons 120 Long Ridge Road President, Chairman of the Board Stamford, CT 06927 Citizenship: U.S.A. GE Capital Equity Investments, Inc. Jonathan K. Sprole 120 Long Ridge Road Managing Director, General Counsel & Stamford, CT 06927 Secretary Citizenship: U.S.A. GE Capital Equity Investments, Inc. David Janki 120 Long Ridge Road Chief Financial Officer Stamford, CT 06927 Citizenship: U.S.A. GE Capital Equity Investments, Inc. Mario Mastrantoni 120 Long Ridge Road Vice President - Controller Stamford, CT 06927 Citizenship: U.S.A. GE Capital Equity Investments, Inc. Barbara J. Gould 120 Long Ridge Road Managing Director, Associate General Stamford, CT 06927 Counsel and Assistant Secretary Citizenship: U.S.A. GE Capital Equity Investments, Inc. Peter J. Muniz 120 Long Ridge Road Senior Vice President, Associate General Stamford, CT 06927 Counsel and Assistant Secretary Citizenship: U.S.A. GE Capital Equity Investments, Inc. Ian Sharpe 120 Long Ridge Road Vice President - Taxes Stamford, CT 06927 Citizenship: U.S.A.
SCHEDULE B TO SCHEDULE 13D Filed by National Broadcasting Company, Inc. National Broadcasting Company, Inc. Directors and Executive Officers
Present Principal Name Present Address Occupation - -------------------- --------------------------- ----------------------------------- Directors S. S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois Suite 103 Tool Works Lake Forest, IL 60045 D. D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06431 Company; Chairman, General Electric Services, Inc. P. Fresco Fiat SpA Chairman of the Board, Fiat SpA; via Nizza 10126 Torino, Italy A. M. Fudge Kraft Foods, Inc. Former Executive Vice President, 555 South Broadway Kraft Foods, Inc. Tarrytown, NY 10591 J. R. Immelt General Electric Company President, General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 A. Jung Avon Products, Inc President and Chief 1345 Avenue of the Americas Executive Officer, Avon New York, NY 10105 Products, Inc. K. G. Langone Invemed Associates, Inc. Chairman, President and 375 Park Avenue Chief Executive Officer, New York, NY 10152 Invemed Associates, Inc. R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive 309 West 49th Street Officer, Ogilvy & Mather Worldwide New York, NY 10105 S. G. McNealy Sun Microsystems, Inc. Chairman, President and Chief 901 San Antonio Road Executive Officer, Sun Microsystems, Palo Alto, CA 94304 Inc. G. G. Michelson Federated Department Stores Former Member of the Board 151 West 34th Street of Directors, Federated New York, NY 10001 Department Stores S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303 R. S. Penske Penske Corporation Chairman of the Board and 13400 Outer Drive, West President, Penske Detroit, MI 48239-4001 Corporation F. H. T. Rhodes Cornell University President Emeritus, Cornell 3104 Snee Building University Ithaca, NY 14853
Present Principal Name Present Address Occupation - -------------------- --------------------------- ----------------------------------- A. C. Sigler Champion International Retired Chairman of the Corporation Board and CEO and former 1 Champion Plaza Director, Champion Stamford, CT 06921 International Corporation D. A. Warner III J.P. Morgan Chase & Co. Chairman of the Board, J.P. Morgan 60 Wall Street Chase & Co. New York, NY 10260 J. F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer, Fairfield, CT 06431 General Electric Company R. C. Wright General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer, Fairfield, CT 06431 General Electric Company Executive Officers John F. Welch Jr. General Electric Company Chairman of the Board and Chief 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06431 Company Robert C. Wright National Broadcasting Vice Chairman of the Board and Company, Inc. Executive Officer, General Electric 30 Rockefeller Plaza Company; Chief Executive Officer & New York, NY 10112 President, National Broadcasting Company, Inc. Mark W. Begor National Broadcasting Executive Vice President and Chief Company, Inc. Financial Officer and President, NBC 30 Rockefeller Plaza Business Development and Interactive New York, NY 10112 Media, National Broadcasting Company, Inc. William Bolster CNBC, Inc. Executive Vice President, National 2200 Fletcher Avenue Broadcasting Company, Inc., Fort Lee, NJ 07024 President, CNBC Richard Cotton National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President and Managing Director, New York, NY 10112 CNBC Europe Duncan Ebersol National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC Sports and Senior New York, NY 10112 Vice President, NBC News, National Broadcasting Company, Inc. John W. Eck National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC Broadcast and Network New York, NY 10112 Operations
Present Principal Name Present Address Occupation - -------------------- --------------------------- ----------------------------------- Randel A. Falco National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC Television Network New York, NY 10112 Jay Ireland National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC Television Stations New York, NY 10112 Andrew Lack National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC News New York, NY 10112 Scott Sassa National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC West Coast New York, NY 10112 Edward Scanlon National Broadcasting Executive Vice President, Employee Company, Inc. Relations, National Broadcasting 30 Rockefeller Plaza Company, Inc. New York, NY 10112 Pamela Thomas-Graham CNBC, Inc. Executive Vice President, National 2200 Fletcher Avenue Broadcasting Company, Inc., Ft. Lee, NJ 07024 President and Chief Executive Officer, CNBC Martin Yudkovitz National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC Digital Media New York, NY 10112 David Zaslav National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC Cable New York, NY 10112 Kassie Canter National Broadcasting Senior Vice President, Corporate Company, Inc. Communications and Media Relations, 30 Rockefeller Plaza National Broadcasting Company, Inc. New York, NY 10112
Each person listed above is a citizen of the United States of America except P. Fresco, who is a citizen of Italy, and A. Jung, who is a citizen of Canada. SCHFEDULE C TO SCHEDULE 13D/A Filed by General Electric Capital Corporation GENERAL ELECTRIC CAPITAL CORPORATION DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Board of Directors General Electric Capital Corporation Nancy E. Barton 120 Long Ridge Road Senior Vice President, Stamford, CT 06927 General Counsel and Secretary Citizenship: U.S.A. General Electric Company Senior Vice President, Francis S. Blake 3135 Easton Turnpike Corporate Business Development Fairfield, CT 06431 Citizenship: U.S.A. General Electric Company James R. Bunt 3135 Easton Turnpike Vice President and Treasurer Fairfield, CT 06431 Citizenship: U.S.A. General Electric Company Senior Vice President David C. Calhoun 1 Neumann Way GE Aircraft Cincinnati, OH 05215 Engines Citizenship: U.S.A. General Electric Company Dennis D. Dammerman 3135 Easton Turnpike Vice Chairman and Executive Officer Fairfield, CT 06431 Citizenship: U.S.A. GE Financial Assurance Scott C. Donnelly General Electric CR&D Senior Vice President One Research Circle Niskayuna, NY 12309 Citizenship: U.S.A. GE Financial Assurance Michael D. Frazier 6604 W. Broad Street President and Chief Executive Officer Richmond, VA 23230 Citizenship: U.S.A. General Electric Company Benjamin W. Heineman, Jr. 3135 Easton Turnpike Senior Vice President, Fairfield, CT 06431 General Counsel and Secretary Citizenship: U.S.A. General Electric Company Jeffery R. Immelt 3135 Easton Turnpike President and Chairman-Elect Fairfield, CT 06431 Company Citizenship: U.S.A. GE Investment Corporation John H. Myers 3003 Summer Street Chairman and President Stamford, CT 06904 Citizenship: U.S.A. General Electric Capital Corporation Dennis J. Nayden 260 Long Ridge Road Chairman and Chief Executive Officer Stamford, CT 06927 Citizenship: U.S.A.
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- General Electric Capital Corporation President and Chief Operating Officer Michael A. Neal 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. General Electric Capital Corporation Senior Vice President, Finance James A. Parke 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Employers Reinsurance Corporation President and Chief Executive Officer Ronald R. Pressman 5200 Metcalf Overload Park, KS 66201 Citizenship: U.S.A. General Electric Company Senior Vice President and Gary M. Reiner 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06431 Citizenship: U.S.A. General Electric Company John M. Samuels 3135 Easton Turnpike Vice President and Senior Counsel, Fairfield, CT 06431 Corporate Taxes Citizenship: U.S.A. General Electric Company Senior Vice President, Finance and Keith S. Sherin 3135 Easton Turnpike Chief Financial Officer Fairfield, CT 06431 Citizenship: U.S.A. General Electric Capital Corporation Edward D. Stewart 260 Long Ridge Road Executive Vice President Stamford, CT 06927 Citizenship: U.S.A. John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Executive Officers Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. James A. Parke General Electric Capital Corporation Vice Chairman and Chief Financial 260 Long Ridge Road Officer Stamford, CT 06927 Citizenship: U.S.A.
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Edward D. Stewart General Electric Capital Corporation Executive Vice President 1600 Summer Street Stamford, CT 06927 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Nancy E. Barton General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road General Counsel and Secretary Stamford, CT 06927 Citizenship: U.S.A. James A. Colica General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Global Risk Management Stamford, CT 06927 Citizenship: U.S.A. Richard D'Avino General Electric Capital Corporation Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Robert L. Lewis General Electric Capital Corporation Senior Vice President, 120 Long Ridge Road Structured Finance Group Stamford, CT 06927 Citizenship: U.S.A. Marc J. Saperstein General Electric Capital Corporation Senior Vice President, 260 Long Ridge Road Human Resources Stamford, CT 06927 Citizenship: U.S.A. Jeffrey S. Werner General Electric Capital Corporation Senior Vice President, 201 High Ridge Road Corporate Treasury and Stamford, CT 06927 Global Funding Operation Citizenship: U.S.A.
Each person listed above is a citizen of the United States of America. SCHFEDULE D TO SCHEDULE 13D/A Filed by General Electric Capital Services, Inc. GENERAL ELECTRIC CAPITAL SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors Nancy E. Barton General Electric Capital Corporation Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 Citizenship: U.S.A. Francis S. Blake General Electric Company Senior Vide President, 3135 Easton Turnpike Corporate Business Development Fairfield, CT 06431 Citizenship: U.S.A. James R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. David C. Calhoun GE Aircraft Engines Chief Executive Officer 1 Neumann Way Cincinnati, OH 45215 Citizenship: U.S.A. Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. Scott C. Donnelly General Electric CR&D Senior Vice President One Research Circle Niskayuna, NY 12309 Citizenship: U.S.A. Michael D. Frazier GE Financial Assurance President and Chief Executive Officer 6604 W. Broad Street Richmond, VA 23230 Citizenship: U.S.A. Benjamin W. Heineman, Jr. General Electric Company Senior Vice President, General Counsel 3135 Easton Turnpike and Secretary Fairfield, CT 06431 Citizenship: U.S.A. Jeffrey R. Immelt General Electric Company President and Chairman-Elect 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. John H. Myers GE Investment Corporation Chairman and President 3003 Summer Street Stamford, CT 06904 Citizenship: U.S.A. Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A.
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. James A. Parke General Electric Capital Corporation Vice Chairman and Chief Financial 260 Long Ridge Road Officer Stamford, CT 06927 Citizenship: U.S.A. Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief Executive 5200 Metcalf Officer Overland Park, KS 66204 Citizenship: U.S.A. Gary M. Reiner General Electric Company Senior Vice President and Chief 3135 Easton Turnpike Information Officer Fairfield, CT 06431 Citizenship: U.S.A. John M. Samuels General Electric Company Vice President and Senior Counsel, 3135 Easton Turnpike Corporate Taxes Fairfield, CT 06431 Citizenship: U.S.A. Keith S. Sherin General Electric Company Senior Vice President and 3135 Easton Turnpike Chief Financial Officer Fairfield, CT 06431 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. John F. Welch, Jr. General Electric Company Chairman and Chief Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. William A. Woodburn General Electric Capital Services, Inc Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Executive Officers Dennis D. Dammerman General Electric Company Vice Chairman and Executive Officer 3135 Easton Turnpike Fairfield, CT 06431 Citizenship: U.S.A. Denis J. Nayden General Electric Capital Corporation Chairman and Chief Executive Officer Services, Inc. 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Michael D. Fraizer GE Financial Assurance President and Chief Executive Officer 6604 W. Broad Street Richmond, VA 23230 Citizenship: U.S.A.
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Michael A. Neal General Electric Capital Corporation President and Chief Operating Officer 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Ronald R. Pressman Employers Reinsurance Corporation Chairman, President and Chief Executive 5200 Metcalf Officer Overland Park, KS 66204 Citizenship: U.S.A. James A. Parke General Electric Capital Services, Inc. Executive Vice President and Chief 260 Long Ridge Road Financial Officer Stamford, CT 06927 Citizenship: U.S.A. Edward D. Stewart General Electric Capital Services, Inc. 1 Executive Vice President 600 Summer Street Stamford, CT 06927 Citizenship: U.S.A. William A. Woodburn General Electric Capital Corporation Executive Vice President 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Nancy E. Barton General Electric Capital Services, Inc. Senior Vice President, General Counsel 260 Long Ridge Road and Secretary Stamford, CT 06927 Citizenship: U.S.A. James A. Colica General Electric Capital Services, Inc. Senior Vice President, 260 Long Ridge Road Global Risk Management Stamford, CT 06927 Citizenship: U.S.A. Richard D'Avino General Electric Capital Services, Inc. Senior Vice President, Taxes 777 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Marc. J. Saperstein General Electric Capital Services, Inc. Senior Vice President, Human Resources 260 Long Ridge Road Stamford, CT 06927 Citizenship: U.S.A. Jeffrey S. Werner General Electric Capital Services, Inc. Senior Vice President, Corporate 201 High Ridge Road Treasury and Global Funding Operation Stamford, CT 06927 Citizenship: U.S.A.
Each person listed above is a citizen of the United States of America. SCHEDULE E TO SCHEDULE 13D/A Filed by General Electric Company GENERAL ELECTRIC COMPANY DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Directors J. I. Cash, Jr. Harvard Business School Professor of Business Administration Morgan Hall Graduate School of Business Soldiers Field Road Administration, Harvard University Boston, MA 02163 S. S. Cathcart 222 Wisconsin Avenue Retired Chairman, Suite 103 Illinois Tool Works Lake Forest, IL 60045 D. D. Dammerman General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company; Fairfield, CT 06431 Chairman, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, via Nizza 250 Fiat SpA 10126 Torino, Italy A. M. Fudge 555 South Broadway Tarrytown, NY 10591 C. X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and Chief S.A. de C.V. Executive Officer, Kimberly-Clark de Jose Luis Lagrange 103, Mexico, S.A. de C.V. Tercero Piso Colonia Los Morales Mexico, D.F. 11510, Mexico J. R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 A. Jung Avon Products, Inc. President and Chief Executive Officer, 1345 Avenue of the Americas Avon Products, Inc. New York, NY 10105 K. G. Langone Invemed Associates, Inc. Chairman, President and Chief Executive 375 Park Avenue Officer, Invemed Associates, Inc. New York, NY 10152 R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive Officer 309 West 49th Street New York, New York 10019-7316 Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief Executive 901 San Antonio Road Officer, Palo Alto, CA 94303-4900 Sun Microsystems, Inc. G. G. Michelson Federated Department Stores Former Member of the Board of Directors, 151 West 34th Street Federated Department Stores New York, NY 10001 S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- R. S. Penske Penske Corporation Chairman of the Board and President, 13400 Outer Drive Penske Corporation West Detroit, MI 48239-4001 F. H. T. Rhodes Cornell University President Emeritus, Cornell University 3104 Snee Building Ithaca, NY 14853 A. C. Sigler Champion International Corporation Retired Chairman of the Board and CEO 1 Champion Plaza and former Director, Champion Stamford, CT 06921 International Corporation D. A. Warner, III J. P. Morgan & Co., Inc. Chairman of the Board, President, and & Morgan Guaranty Trust Co. Chief Executive Officer, J. P. Morgan & 60 Wall Street Co. Incorporated and Morgan Guaranty New York, NY 10260 Trust Company J. F. Welch, Jr. General Electric Company Chairman of the Board and Chief 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06431 Company R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive 30 Rockefeller Plaza Officer, General Electric Company; New York, New York 10112 President and Chief Executive Officer, National Broadcasting Company, Inc. Citizenship P. Fresco - Italy C. X. Gonzalez - Mexico Andrea Jung - Canada All Others - U.S.A. Executive Officers J. F. Welch, Jr. General Electric Company Chairman of the Board and Chief 3135 Easton Turnpike Executive Officer Fairfield, CT 06431 P. D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06431 F. S. Blake General Electric Company Senior Vice President - Corporate 3135 Easton Turnpike Business Development Fairfield, CT 06431 J. R. Bunt General Electric Company Vice President and Treasurer 3135 Easton Turnpike Fairfield, CT 06431 D. C. Calhoun General Electric Company Senior Vice President - GE Aircraft 1 Neumann Way Engines Cincinnati, OH 05215 W. J. Conaty General Electric Company Senior Vice President - Human Resources 3135 Easton Turnpike Fairfield, CT 06431 D. D. Dammerman General Electric Company Vice Chairman of the Board and Executive 3135 Easton Turnpike Officer, General Electric Company; Fairfield, CT 06431 Chairman General Electric Capital Services, Inc.
PRESENT PRESENT BUSINESS PRINCIPAL NAME ADDRESS OCCUPATION - ---- ------- ---------- Scott C. Donnelly General Electric Company Senior Vice President - Corporate P.O. Box 8 Research and Development Schenectady, NY 12301 Matthew J. Espe General Electric Company Senior Vice President - GE Lighting Nela Park Cleveland, OH 44112 B. W. Heineman, Jr. General Electric Company Senior Vice President - General Counsel 3135 Easton Turnpike and Secretary Fairfield, CT 06431 J. R. Immelt General Electric Company President 3135 Easton Turnpike General Electric Company Fairfield, CT 06431 J. M. Hogan General Electric Company Senior Vice President - GE Medical P.O. Box 414 Systems Milwaukee, WI 53201 L. R. Johnston General Electric Company Senior Vice President - GE Appliances Appliance Park Louisville, KY 40225 J. Krenicki, Jr. General Electric Company Vice President - GE Transportation 2901 East Lake Road Systems Erie, PA 16531 R. W. Nelson General Electric Company Vice President - Corporate Financial 3135 Easton Turnpike Planning and Analysis Fairfield, CT 06431 G. M. Reiner General Electric Company Senior Vice President - Chief 3135 Easton Turnpike Information Officer Fairfield, CT 06431 J. G. Rice General Electric Company Senior Vice President - GE Power Systems 1 River Road Schenectady, NY 12345 G. L. Rogers General Electric Company Senior Vice President - GE Plastics 1 Plastics Avenue Pittsfield, MA 01201 K. S. Sherin General Electric Company Senior Vice President - Finance and 3135 Easton Turnpike Chief Financial Officer Fairfield, CT 06431 L. G. Trotter General Electric Company Senior Vice President - GE Industrial 41 Woodford Avenue Systems Plainville, CT 06062 R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and Executive 30 Rockefeller Plaza Officer, General Electric Company; New York, New York 10112 President and Chief Executive Officer, National Broadcasting Company, Inc.
All of the above officers are citizens of U.S.A. SCHEDULE E1 TO SCHEDULE 13D/A Filed by National Broadcasting Company Holding, Inc. NATIONAL BROADCASTING COMPANY HOLDING, INC. DIRECTORS AND EXECUTIVE OFFICERS
Present Principal Name Present Business Address Occupation - --------------------------------------- ------------------------------------- ------------------------------------- Directors S. S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois Tool Works Suite 103 Lake Forest, IL 60045 D. D. Dammerman General Electric Company Vice Chairman of the Board and 3135 Easton Turnpike Executive Officer, General Electric Fairfield, CT 06431 Company; Chairman and Chief Executive Officer, General Electric Capital Services, Inc. P. Fresco Fiat SpA Chairman of the Board, Fiat SpA via Nizza 250 10126 Torino, Italy A. M. Fudge Kraft Foods, Inc. Former Executive Vice President, 555 South Broadway Kraft Foods, Inc. Tarrytown, NY 10591 J. R. Immelt General Electric Company President, General Electric Company 3135 Easton Turnpike Fairfield, CT 06431 A. Jung Avon Products, Inc President and Chief 1345 Avenue of the Americas Executive Officer, Avon New York, NY 10105 Products, Inc. K. G. Langone Invemed Associates, Inc. Chairman, President and 375 Park Avenue Chief Executive Officer, New York, NY 10152 Invemed Associates, Inc. R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive 309 West 49th Street Officer, Ogilvy & Mather Worldwide New York, NY 10105 S. G. McNealy Sun Microsystems, Inc. Chairman, President and Chief 901 San Antonio Road Executive Officer, Sun Microsystems, Palo Alto, CA 94304 Inc. G. G. Michelson Federated Department Stores Former Member of the Board 151 West 34th Street of Directors, Federated New York, NY 10001 Department Stores S. Nunn King & Spalding Partner, King & Spalding 191 Peachtree Street, N.E. Atlanta, GA 30303 R. S. Penske Penske Corporation Chairman of the Board and 13400 Outer Drive, West President, Penske Detroit, MI 48239-4001 Corporation
Present Principal Name Present Business Address Occupation - --------------------------------------- ------------------------------------- ------------------------------------- F. H. T. Rhodes Cornell University President Emeritus, Cornell 3104 Snee Building University Ithaca, NY 14853 A. C. Sigler Champion International Retired Chairman of the Corporation Board and CEO and former 1 Champion Plaza Director, Champion Stamford, CT 06921 International Corporation D. A. Warner III J.P. Morgan Chase & Co., Inc. Chairman of the Board, J.P. Morgan 60 Wall Street Chase & Co. New York, NY 10260 J. F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer, Fairfield, CT 06431 General Electric Company R. C. Wright General Electric Company Vice Chairman of the Board 3135 Easton Turnpike and Executive Officer, Fairfield, CT 06431 General Electric Company Executive Officers J. F. Welch, Jr. General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer, Fairfield, CT 06431 General Electric Company R. C. Wright General Electric Company Chief Executive Officer & 3135 Easton Turnpike President Fairfield, CT 06431 M. W. Begor National Broadcasting Vice President & Treasurer Company, Inc. 30 Rockefeller Plaza New York, NY 10112
Each person listed above is a citizen of the United States of America except A. Jung, who is a citizen of Canada. SCHEDULE E2 TO SCHEDULE 13D/A Filed by NBC-TSCN Holding, Inc. NBC-TSCN HOLDING, INC. DIRECTORS AND EXECUTIVE OFFICERS
Present Principal Name Present Business Address Occupation - -------------------------------------- -------------------------------------- ------------------------------------ Directors Mark Begor National Broadcasting Executive Vice President and Chief Company, Inc. Financial Officer and President, NBC 30 Rockefeller Plaza Business Development and Interactive New York, NY 10112 Media, National Broadcasting Company, Inc. Richard Cotton National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President and Managing Director, New York, NY 10112 CNBC Europe Jay Ireland National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC Television Stations New York, NY 10112 Executive Officers Marty Yudkovitz National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President, NBC Digital Media New York, NY 10112 Mark Begor National Broadcasting Executive Vice President and Chief Company, Inc. Financial Officer and President, NBC 30 Rockefeller Plaza Business Development and Interactive New York, NY 10112 Media, National Broadcasting Company, Inc. Daniel Widawsky National Broadcasting Vice President, National Company, Inc. Broadcasting Company, Inc. 30 Rockefeller Plaza New York, NY 10112 Richard Cotton National Broadcasting Executive Vice President, National Company, Inc. Broadcasting Company, Inc., 30 Rockefeller Plaza President and Managing Director, New York, NY 10112 CNBC Europe Elizabeth Newell National Broadcasting Vice President, Corporate and Company, Inc. Transactions Law, National 30 Rockefeller Plaza Broadcasting Company, Inc. New York, NY 10112
Each person listed above is a citizen of the United States of America. EX-99.2 2 0002.txt JOINT FILING AGREEMENT EXHIBIT 99.2 TO SCHEDULE 13D/A JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock, par value $0.01 per share, of Telescan, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. GENERAL ELECTRIC COMPANY Dated: May 10, 2001 By: /s/ Barbara J. Gould ---------------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact GE CAPITAL EQUITY INVESTMENTS, INC. By: /s/ Barbara J. Gould ---------------------------------------- Name: Barbara J. Gould Title: Managing Director and Associate General Counsel GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Barbara J. Gould ---------------------------------------- Name: Barbara J. Gould Title: Department Operations Manager GENERAL ELECTRIC CAPITAL SERVICES, INC. By: /s/ Barbara J. Gould ---------------------------------------- Name: Barbara J. Gould Title: Attorney-in-Fact 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: Vice President NBC-TSN HOLDING, INC. By: /s/ Mark Begor ---------------------------------------- Name: Mark Begor Title: Vice President EX-99.5 3 0003.txt VOTING AGREEMENT EXHIBIT 99.5 TO SCHEDULE 13D/A VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of May 3, 2001 (the "Agreement"), is made by and between ZiaSun Technologies, Inc., a Nevada corporation ("ZiaSun"), and NBC-TSCN Holding, Inc., and GE Capital Equity Investments, Inc. (the "Stockholder"). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below). WHEREAS, simultaneously herewith, ZiaSun and Telescan, Inc., a Delaware corporation ("Telescan"), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which ZiaSun has agreed to engage in a business combination with Telescan on the terms set forth therein (the "Mergers"); WHEREAS, the Stockholder is a stockholder of Telescan and has voting power with respect to the number of shares (the "Shares") of common stock of Telescan (the "Telescan Common Stock") set forth below the Stockholder's signature hereto; and WHEREAS, in order to induce ZiaSun to enter into the Merger Agreement and to provide reasonable assurances that the transactions contemplated by the Merger Agreement will be consummated, the Stockholder is making certain agreements regarding the Shares upon the terms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Voting of Shares. (a) The Stockholder agrees to vote all of its Shares of Telescan Common Stock, Shares of Telescan Common Stock of any person the voting of which is controlled by the Stockholder and any Shares of Telescan Common Stock hereafter acquired by the Stockholder or by any person controlled by the Stockholder (collectively, the "Stockholder's Shares") as follows: (i) At any meeting of Telescan stockholders called to vote upon the Telescan Merger or the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Telescan Merger or the Merger Agreement is sought (the "Telescan Stockholders' Meeting"), the Stockholder shall vote (or cause to be voted) all of the Stockholder's Shares in favor of the Telescan Merger, the execution and delivery by Telescan of the Merger Agreement and the approval of the terms thereof, and each of the other transactions contemplated by the Merger Agreement. 2. Certain Events. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Stockholder's Shares and be binding upon any transferee of such shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of Telescan affecting the Telescan capital stock, or the acquisition of additional shares of Telescan capital stock or other voting securities of Telescan by the Stockholder, the number of the Stockholder's Shares subject to the terms of this Agreement shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Telescan capital stock or other voting securities of Telescan issued to or acquired by the Stockholder. 3. Representation and Warranties of the Stockholder. The Stockholder hereby represents and warrants to ZiaSun that: (a) The Stockholder is the record and/or beneficial owner of the number of Shares listed below its signature hereto. (b) This Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder, enforceable against the Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application respecting creditors' rights and by general equitable principles. (c) Neither the execution and delivery of this Agreement nor the consummation by the Stockholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or bound or to which the Stockholder's Shares are subject, other than a violation, default or conflict which does not materially impair the ability of the Stockholder to perform its obligations under this Agreement. If the Stockholder is married and the Stockholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms. Consummation by the Stockholder of the transactions contemplated hereby will not violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder or the Stockholder's Shares. (d) The Stockholder's Shares and the certificates representing the Stockholder's Shares are now, and at all times all such shares then held will be, held by the Stockholder, or by a nominee or custodian for the benefit of such Stockholder, free and clear of all liens, security interest, proxies, voting trusts or voting agreements or any other encumbrances whatsoever, except for (i) any such encumbrances or proxies arising hereunder and (ii) any arrangements that do not materially impair the ability of the Stockholder to perform its obligations hereunder. (e) The Stockholder understands and acknowledges that ZiaSun is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. 4. Covenants. (a) The Stockholder agrees with, and covenants to, ZiaSun that it shall not deposit such shares into a voting trust or enter into a voting agreement or arrangement with respect to such shares, except for any arrangements which do not materially impair the ability of the Stockholder to perform its obligations under this Agreement. (b) The Stockholder shall use commercially reasonable efforts to take, or cause to be taken, all necessary actions, and to do, or cause to be done all things necessary, proper or advisable under this Agreement to consummate the transactions contemplated by this Agreement, including, without limitation, executing and delivering, or causing to be executed and delivered (including by any record holder of any of the Stockholder's Shares), such additional or further consents, documents and other instruments, as ZiaSun may reasonably request, for the purpose of effectively carrying out the transactions contemplated by this Agreement. 5. Representations and Warranties of ZiaSun. ZiaSun represents and warrants that this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, ZiaSun, enforceable against ZiaSun in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application respecting creditors' rights and by general equitable principles, and that ZiaSun is simultaneously entering into similar voting agreements with Vulcan Ventures, Inc. and LJH Corporation. 6. Miscellaneous. (a) Benefit and Assignment. This Agreement shall be binding upon each party hereto and such party's successors and assigns. This Agreement shall not be assignable by the Stockholder, but may be assigned by ZiaSun in whole or in part to any direct or indirect wholly-owned subsidiary of ZiaSun, provided that ZiaSun shall remain liable for any obligations so assigned. (b) Headings. The section headings herein are for convenience only and shall not affect the construction hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or thereby may be brought in any federal or state court located in the State of Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting foregoing, each party agrees that service of process on such party as provided in Section 6(h) shall be deemed effective service of process on such party. (d) Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. (e) Enforcement of Agreement. The parties agree that ZiaSun would be irreparably damaged if for any reason the Stockholder failed, in breach of its obligations hereunder, to perform any of its obligations under this Agreement, and that ZiaSun would not have an adequate remedy at law for money damages in such event. Accordingly, ZiaSun shall be entitled to seek specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the Stockholder. This provision is without prejudice to any other rights that ZiaSun may have against the Stockholder for any failure to perform its respective obligations under this Agreement. (f) Amendments; Entire Agreement. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such transactions. (g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement. (h) Notices. All notices, requests and other communications to either party hereunder shall be in writing (including facsimile or similar writing) and shall be given, (i) if to ZiaSun: ZiaSun Technologies, Inc. 462 Stevens Avenue, Suite 106 Attention: Allen D. Hardman Facsimile: (858) 350-4066 with a copy (which shall not constitute notice) to: Jones, Waldo, Holbrook & McDonough 1500 Wells Fargo Plaza 170 South Main Street Salt Lake City, Utah 84101 Telephone: (801) 521-3200 Facsimile: (801) 328-0537 Attention: Ronald S. Poelman, Esq. and Wenthur & Chachas 4180 La Jolla Village Drive, Suite 500 La Jolla, CA 92037 Telephone: (858) 457-3800 Facsimile: (858) 457-3691 Attention: George Chachas, Esq. (ii) if to Stockholder, to its address shown below its signature on the last page hereof; or to such other address or facsimile number as either party may hereafter specify for the purpose by notice to the other party hereto. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 6(h) and the appropriate facsimile confirmation is received or (ii) if given by any other means, when delivered at the address specified in this Section 6(h). (i) Expenses. Each party hereto shall pay its own expenses incurred in connection with this Agreement, except as otherwise specifically provided herein. (j) Survival. All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (k) Termination. This Agreement shall terminate upon the earliest to occur of (a) the termination of the Merger Agreement in accordance with its terms or (b) consummation of the Mergers or (c) September 30, 2001 (l) Action in Stockholder Capacity Only. No Stockholder who is a director or officer of Telescan makes any agreement in this Agreement in his or her capacity as such director or officer. The Stockholder signs solely in its capacity as a record holder and beneficial owner of Shares. The provisions of this Agreement shall not apply to actions taken or omitted to be taken by any such person in his or her capacity as a director or officer of Telescan. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed as of the date first above written. ZIASUN TECHNOLOGIES, INC. By: /s/ D. Scott Elder Name: D. Scott Elder Title: Chairman and Chief Executive Officer STOCKHOLDER: GE Capital Equity Investments, Inc. By: /s/ Regina Reale Name: Regina Reale Title: Vice President, GE Capital Equity Investments, Inc. Address: 120 Long Ride Road, Stamford, CT 06927 Number of Shares Beneficially Owned: 1,165,674 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed as of the date first above written. ZIASUN TECHNOLOGIES, INC. By: /s/ D. Scott Elder Name: D. Scott Elder Title: Chairman and Chief Executive Officer STOCKHOLDER: NBC-TSCN Holding, Inc. By: /s/ Daniel Widawsky Name: Daniel Widawsky Title: Assistant Treasurer Address: 30 Rockefeller Plaza, NY, NY 10112 Number of Shares Beneficially Owned: 1,165,674 EX-99.6 4 0004.txt POWER OF ATTORNEY EXHIBIT 99.6 TO SCHEDULE 13D/A 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: Joan C. Amble Nancy E. Barton Jeffrey S. Werner Leon E. Roday Michael A. Gaudino Robert O. O'Reilly, Sr. Preston Abbott Murry K. Stegelmann James Ungari J. Gordon Smith Michael E. Pralle Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon 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, acknowledgements, 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 March 31, 2002. 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 February, 2000. 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 EX-99.7 5 0005.txt POWER OF ATTORNEY EXHIBIT 99.7 TO SCHEDULE 13D/A 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 Robert O. O'Reilly, Sr. Murry K. Stegelmann James Ungari Preston Abbott Leon E. Roday J. Gordon Smith Michael E. Pralle Iain MacKay Jonathan K. Sprole Barbara J. Gould Robert L. Lewis Wendy E. Ormond Mark F. Mylon 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, acknowledgements, 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 March 31, 2002. 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 February, 2000. General Electric Capital Services, Inc. (Corporate Seal) By: /s/ Nancy E. Barton ------------------------------------ Nancy E. Barton, Senior Vice President Attest: /s/ Brian T. McAnaney - -------------------------------------- Brian T. McAnaney, Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----