FORM 4
/ x / Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligation may
continue. See instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
1. Name and Address of Reporting Person
GE Capital Equity Investments, Inc. (1)
260 Long Ridge Road
Stamford, Connecticut 06927
2. Issuer Name and Ticker or Trading Symbol
Net2Phone, Inc. (Nasdaq: NTOP)
3. IRS or Social Security Number of Reporting Person (Voluntary)
N/A
4. Statement for Month/Year
September 1999
5. If Amendment, Date of Original (Month/Year)
8/10/99
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( x ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
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>
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
<CAPTION>
1. Title of Security 2. Trans- 3. Trans- 4. Securities 5. Amount of 6. Ownership 7. Nature of
(Instr. 3) action action Acquired (A) or Secur- Form: Indirect
Date Code Disposed of (D) ities Direct (D) Beneficial
(Month/ (Instr. (Instr. 3, 4 Benefici- or Ownership
Day/ 8) and 5) ally Indirect (Instr. 4)
Year) Owned at (I)
End of (Instr. 4)
Month
(Instr.
3 and 4)
------------ -----------------------
Code V Amount (A) or (D) Price
---- - -----------------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
Reminder: Report on a separate line for each class of securities benefically
owned directly or indirectly.
* If the form is filed by more than one reporting, see Instruction 4(b)(v)
<PAGE>
FORM 4 (CONTINUED)
<TABLE>
Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. Title of Derivative 2. Conversion 3. Transaction 4. Transaction 5. Number of 6. Date
Security or Exercise Date Code Derivative Exercisable
(Instr. 3) Price of (Month/ (Instr. 8) Securities and
Derivative Day/Year) Acquired (A) Expiration
Security or Disposed Date
of (D) (Month/
(Instr. 3, 4, Day/Year)
and 5)
--------------- ---------------- ------------------------
Code V (A) (D) Date Expira-
Exer- tion
cisable Date
<S> <C> <C> <C> <C> <C> <C>
Options (2) $54.625 9/21/99 A 10,000 9/21/99 9/20/09
</TABLE>
Table II (continued)
<TABLE>
<CAPTION>
7. Title and Amount of 8. Price of Derivative 9. Number of Derivative 10. Ownership Form of 11. Nature of Indirect
Underlying Securities Security (Instr. 5) Securities Beneficially Derivative Security Beneficial Ownership
Owned at End of Month Direct (D) or Indirect (I) (Instr. 4)
(Instr. 4) (Instr. 4)
- ---------------------------- ---------------------- ----------------------- ---------------------------- ----------------------
Title Amount or
Number of
Shares
- ------------- ---------
<S> <C> <C> <C> <C> <C>
Common Stock 10,000 (3) 2,637,581 D N/A
</TABLE>
Explanation of Responses:
(1) This statement is filed by GE Capital Equity Investments, Inc. ("GECEI"),
for and on behalf of itself, National Broadcasting Company, Inc. ("NBC"),
National Broadcasting Company Holding, Inc. ("NBCH"), NBC-NTOP Holding,
Inc. ("NBC-NTOP"), General Electric Capital Corporation ("GE Capital"),
General Electric Capital Services, Inc. ("GECS") and General Electric
Company ("GE"). NBC-NTOP is a wholly-owned subsidiary of NBC; NBC is a
wholly-owned subsidiary of NBCH. GECEI is a wholly-owned subsidiary of GE
Capital; GE Capital is a subsidiary of GECS; and GECS and NBCH are
wholly-owned subsidiaries of GE. Snap! LLC ("Snap") is primarily owned by
NBC and CNET, Inc. ("CNET"), and NBC appoints a majority of the Board of
Managers of Snap. GECEI, NBC, NBCH, NBC-NTOP, GE Capital, GECS, and GE are
referred to herein collectively as the "Reporting Persons". The business
address of each of the Reporting Persons is attached hereto as Attachment
1. Each of GECS, GE, NBC, and NBCH disclaims beneficial ownership of the
securities reported herein.
(2) The Issuer granted options to its non-employee members of the Board of
Directors. The Reporting Persons formerly nominated Martin Yudkovitz
("Yudkovitz") to the Board of Directors pursuant to the rights granted
under the Subscription Agreement. Yudkovitz, pursuant to an agreement
between Yudkovitz and NBC (the "Nominee Agreement"), agreed to hold as a
nominee of NBC all current and future stock options granted by the Issuer
to Yudkovitz in his capacity as a non-employee Board member of the Issuer.
Pursuant to the Nominee Agreement Yudkovitz agreed to act upon the
instructions of the NBC with regard to such options.
(3) Each non-employee member of the Board of Directors of the Issuer is
automatically granted options of the Issuer.
Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of
1934, as amended, each of the Reporting Persons herein states that this filing
shall not be deemed an admission that he or it is the beneficial owner of any of
the securities covered by this Statement.
** 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.
See Attached October 1, 1999
- ---------------------------------------- ----------------
**Signature of Reporting Person Date
<PAGE>
Signature Page to Form 4
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
----------------------
Michael E. Pralle
President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
----------------------
Michael E. Pralle
Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
----------------------
Michael E. Pralle
Attorney-in-Fact
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
----------------------
Michael E. Pralle
Attorney-in-Fact
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark Begor
----------------------
Mark Begor
Executive Vice President
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Mark Begor
----------------------
Mark Begor
Vice President
NBC-NTOP HOLDING, INC.
By: /s/ Mark Begor
----------------------
Mark Begor
Vice President
<PAGE>
ATTACHMENT 1
LIST OF REPORTING PERSONS
GE Capital Equity Investments, Inc.
120 Long Ridge Road
Stamford, CT 06927
General Electric Capital Corporation
120 Long Ridge Road
Stamford, CT 06927
General Electric Capital Services, Inc.
120 Long Ridge Road
Stamford, CT 06927
General Electric Company
120 Long Ridge Road
Stamford, CT 06927
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
National Broadcasting Company Holding, Inc.
30 Rockefeller Plaza
New York, NY 10112
NBC-NTOP Holding, Inc.
30 Rockefeller Plaza
New York, NY 10112
