3 1 s370310.txt FORM 3 FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION _____________________ WASHINGTON, D.C. 20549 | OMB APPROVAL | |---------------------| INITIAL STATEMENT OF |OMB NUMBER: 3235-0104| BENEFICIAL OWNERSHIP OF SECURITIES |EXPIRES: | | JANUARY 31, 2005 | Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE | Securities Exchange Act of 1934, |BURDEN HOURS | Section 17(a) of the Public Utility |PER RESPONSE..... 0.5| Holding Company Act of 1935 |_____________________| or Section 30(f) of the Investment Company Act of 1940 ------------------------------------------------------------------------------- 1. Name and Address of Reporting Person Bank One Corporation ----------------------------------------------------------------------- (Last) (First) (Middle) One Bank One Plaza ----------------------------------------------------------------------- (Street) Chicago IL 60670 ----------------------------------------------------------------------- (City) (State) (Zip) ------------------------------------------------------------------------------- 2. Date of Event Requiring Statement (Month/Day/Year) May 16, 2002 ------------------------------------------------------------------------------- 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ------------------------------------------------------------------------------- 4. Issuer Name and Ticker or Trading Symbol Video Network Communications, Inc. - VNWCE.OB ------------------------------------------------------------------------------- 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ] Director [X ] 10% Owner [ ] Officer (give title below) [ ] Other (specify title below) ------------------------------------------------------------------------------- 6. If Amendment, Date of Original (Month/Day/Year) ------------------------------------------------------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person --- X Form filed by More than One Reporting Person --- ------------------------------------------------------------------------------- =========================================================================== TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED --------------------------------------------------------------------------- 1. Title of Security|2. Amount of |3. Ownership |4. Nature of | | (Instr. 4) | Securities | Form: Direct| Indirect | | | Beneficially| (D) or | Beneficial | | | Owned | Indirect (I)| Ownership | | | (Instr. 4) | (Instr. 5) | (Instr. 5) | |--------------------|---------------|---------------|--------------------| --------------------------------------------------------------------------- Common stock, par | (1) | (1) | (1) | value $0.01 per | | | share | --------------------------------------------------------------------------- | | | | | | | | --------------------------------------------------------------------------- | | | | | | | | --------------------------------------------------------------------------- =========================================================================== TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) ------------------------------------------------------------------------------- 1. Title of Derivative Security (Instr. 4) Warrants ------------------------------------------------------------------------------- 2. Date Exercisable and Expiration Date (Month/Day/Year) 05/16/2002 05/16/2012 ------------------- ------------------ Date Exercisable Expiration Date ------------------------------------------------------------------------------- 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) Common stock, par value $0.01 per share (2) ---------------------------------- ------------------------ Title Amount or Number of Shares ------------------------------------------------------------------------------- 4. Conversion or Exercise Price of Derivative Security $0.60 ------------------------------------------------------------------------------- 5. Ownership Form of Derivative Security: Direct(D) or Indirect(I) (Instr. 5) (2) ------------------------------------------------------------------------------- 6. Nature of Indirect Beneficial Ownership (Instr. 5) (2) =========================================================================== EXPLANATION OF RESPONSES: See attached pages May 28, 2002 ----------------------------------- ------------------ ** SIGNATURE OF REPORTING PERSON DATE --------------- ** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78ff(a). NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY SIGNED. IF SPACE IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE. POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER. =========================================================================== Item 1: Bank One Corporation One Bank One Plaza Chicago, IL 60670 Item 2: May 16, 2002 Item 4: Video Network Communications, Inc. This statement is being filed jointly by each of the following: (i) Moneyline Networks, LLC ("Moneyline Networks"), (ii) Moneyline Telerate Holdings ("Moneyline"), (iii) Bank One Investment Corporation ("BOIC"), (iv) Banc One Capital Corporation ("BOCC"), (v) Banc One Financial Corporation ("BOFC"), and (vi) Bank One Corporation ("Bank One"). The principal business address of BOIC, BOCC, BOFC and Bank One is One Bank One Plaza, Chicago, IL 60670. The principal business address of Moneyline and Moneyline Networks is 233 Broadway, New York, NY 10279. Explanation of Responses: (1) As of May 16, 2002, Moneyline Networks may be deemed to own beneficially and directly 25,000,000 shares of common stock, par value $0.01 (the "Common Stock"). As of May 16, 2002, Moneyline may be deemed to own beneficially and indirectly 25,000,000 shares of Common Stock by virtue of its ownership of all of the outstanding membership interests of Moneyline Networks. Moneyline disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of May 16, 2002, BOIC may be deemed to own beneficially and indirectly 25,000,000 shares of Common Stock by virtue of its ownership of its majority ownership interest in Moneyline. BOIC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of May 16, 2002, BOCC may be deemed to own beneficially and indirectly 25,000,000 shares of Common Stock by virtue of its ownership of its ownership of all of the outstanding capital stock of BOIC. BOCC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of May 16, 2002, BOFC may be deemed to own beneficially and indirectly 25,000,000 shares of Common Stock by virtue of its ownership of its ownership of all of the outstanding capital stock of BOCC. BOFC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of May 16, 2002, Bank One may be deemed to own beneficially and indirectly 25,000,000 shares of Common Stock by virtue of its ownership of its ownership of all of the outstanding common stock of BOFC. Bank One disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. (2) As of May 16, 2002, Moneyline Networks may be deemed to own beneficially and directly warrants to purchase 11,250,000 shares of Common Stock. As of May 16, 2002, Moneyline may be deemed to own beneficially and indirectly warrants to purchase 11,250,000 shares of Common Stock by virtue of all of the outstanding membership interests of Moneyline Networks. Moneyline disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of May 16, 2002, BOIC may be deemed to own beneficially and indirectly warrants to purchase 11,250,000 shares of Common Stock by virtue of its ownership of its majority ownership interest in Moneyline. BOIC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of May 16, 2002, BOCC may be deemed to own beneficially and indirectly warrants to purchase 11,250,000 shares of Common Stock by virtue of its ownership of its ownership of all of the outstanding capital stock of BOIC. BOCC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of May 16, 2002, BOFC may be deemed to own beneficially and indirectly warrants to purchase 11,250,000 shares of Common Stock by virtue of its ownership of its ownership of all of the outstanding capital stock of BOCC. BOFC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of May 16, 2002, Bank One may be deemed to own beneficially and indirectly warrants to purchase 11,250,000 shares of Common Stock by virtue of its ownership of all of the outstanding capital stock of BOFC. Bank One disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Item 1: Bank One Corporation One Bank One Plaza Chicago, IL 60670 Item 2: May 16, 2002 Item 4: Video Network Communications, Inc. SIGNATURES: BANK ONE CORPORATION By: /s/ Michael J. Cavanagh ---------------------------- Name: Michael J. Cavanagh Title: Treasurer BANC ONE FINANCIAL CORPORATION By: /s/ Michael J. Cavanagh ----------------------------- Name: Michael J. Cavanagh Title: Treasurer BANC ONE CAPITAL CORPORATION By: /s/ Jeffrey V. Holway ------------------------ Name: Jeffrey V. Holway Title: Managing Director BANK ONE INVESTMENT CORPORATION By: /s/ Daniel J. Selmonosky ---------------------------- Name: Daniel J. Selmonosky Title: Managing Director MONEYLINE TELERATE HOLDINGS By: /s/ Alexander Russo --------------------------- Name: Alexander Russo Title: Executive Vice President, Business Development and General Counsel MONEYLINE NETWORKS, LLC By: /s/ Alexander Russo --------------------------- Name: Alexander Russo Title: Executive Vice President, Business Development and General Counsel