<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NET2PHONE, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
64108N106
(CUSIP Number)
Elizabeth Newell, Esq.
National Broadcasting Company, Inc.
30 Rockfeller Plaza
New York, New York, 10112
(212) 664-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 6 - 14, 2000
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(d) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 64108N106
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. 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
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,418,333
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,213,486
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,418,333
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
** Represents the Reporting Person's ownership percentage of the outstanding
shares of Common Stock of the Issuer. The foregoing percentage is based on the
number of shares of Common Stock outstanding as of December 11, 2000 as reported
in the Issuer's Form 10Q dated December 15, 2000.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 64108N106
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. 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
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 1,418,333
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,213,486
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,418,333
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
** REPRESENTS THE REPORTING PERSON'S OWNERSHIP PERCENTAGE OF THE OUTSTANDING
SHARES OF COMMON STOCK OF THE ISSUER. THE FOREGOING PERCENTAGE IS BASED ON THE
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF DECEMBER 11, 2000 AS REPORTED
IN THE ISSUER'S FORM 10Q DATED DECEMBER 15, 2000.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 64108N106
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. 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
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 204,847
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
204,847
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,847
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
The amount in Row 11 does not include 1,213,486 shares of the Issuer's
Common Stock beneficially owned by GE Capital Equity Investments, Inc.
and General Electric Capital Corporation, beneficial ownership of which
is disclaimed by National Broadcasting Company, Inc.
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
** Represents the Reporting Person's ownership percentage of the outstanding
shares of Common Stock of the Issuer. The foregoing percentage is based on the
number of shares of Common Stock outstanding as of December 11, 2000 as reported
in the Issuer's Form 10Q dated December 15, 2000.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 64108N106
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. 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
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Disclaimed (See 11 below)
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Disclaimed (See 11 below)
---------------------------------------------------------
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
--------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 64108N106
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
General Electric Capital Services, Inc. 06-1095035
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Disclaimed (See 11 below)
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Disclaimed (See 11 below)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by General
Electric Capital Services Inc.
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable (See 11 above)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 64108N106
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. 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
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY Disclaimed (See 11 below)
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Disclaimed (See 11 below)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by General
Electric Company
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable (See 11 above)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 64108N106
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
NBC-NTOP Holding, Inc. 13-4078683
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 204,847
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
204,847
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,847
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
The amount in Row 11 does not include 1,213,486 shares of the
Issuer's Common Stock beneficially owned by GE Capital Equity
Investments, Inc. and General Electric Capital Corporation,
beneficial ownership of which is disclaimed by National
Broadcasting Company, Inc.
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%**
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
** Represents the Reporting Person's ownership percentage of the outstanding
shares of Common Stock of the Issuer. The foregoing percentage is based on the
number of shares of Common Stock outstanding as of December 11, 2000 as reported
in the Issuer's Form 10Q dated December 15, 2000.
<PAGE> 9
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends
the Schedule 13D filed on August 9, 1999 (the "Original Schedule 13D"), as
amended by that certain Amendment No. 1 to Schedule 13D filed on September 30,
1999, which relate to the common stock, par value $.01 per share ("Common
Stock"), of Net2Phone, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 171 Main Street,
Hackensack, New Jersey 07601.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by GE Capital Equity Investments, Inc.
("GECEI"), for and on behalf of itself, NBC-NTOP Holding, Inc. ("NBC-NTOP"),
National Broadcasting Company, Inc. ("NBC"), National Broadcasting Company
Holding, Inc. ("NBCH"), 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.
GECEI, NBC-NTOP, NBC, NBCH, GE Capital, GECS and GE 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 1.
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. NBCH is a
Delaware corporation with its principal executive offices located at 30
Rockefeller Plaza, New York, New York 10112. The principal business activities
of NBCH are the ownership of television and cable broadcast network and
television station operations. NBC-NTOP is a California corporation with its
principal executive offices located at 30 Rockefeller Plaza, New York, New York
10112. The principal activity of NBC-NTOP is a holding company. 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.
The name, business address, present principal occupation or employment,
and citizenship of each director and executive officer of GECEI, GE Capital,
GECS, GE, NBC, NBCH and NBC-NTOP are set forth on Schedules A, B, C, D, E, F and
G attached hereto, respectively.
During the last five years, none of the Reporting Persons nor, to the
best of their knowledge, any of their directors or executive officers, has been
(i) convicted of any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 13, 1999, the Issuer and GECEI entered into a Series A
Subscription Agreement (the "Subscription Agreement") providing for the purchase
on that day by GECEI of 750,000 shares of Series A Preferred Stock (the "Series
A Preferred Stock") from the Issuer, and warrants to purchase 15,000 shares of
Common Stock, for an aggregate purchase price of $7,500,000. The source of funds
used to purchase the shares and the warrants was the working capital of GECEI.
After the consummation of the transactions contemplated by the
Subscription Agreement, the Issuer engaged in a three-for-one stock split of its
Class A Common Stock, par value $.01 per share (the "Class A Stock") and Common
Stock. After the stock split, GECEI held 650,000 shares of Series A Preferred
Stock convertible into 1,950,000 shares of Class A Stock and warrants to
purchase 39,000 shares of Common Stock. GECEI previously
<PAGE> 10
transferred a portion of its Series A Preferred Stock and its warrants to SNAP!
LLC, an affiliate, who later contributed these securities to NBC Internet, Inc.,
as further discussed below.
Pursuant to the Certificate of Incorporation of the Issuer in effect at
that time (the "Certificate"), giving effect to the Issuer's stock split
described above, each share of Series A Preferred Stock became convertible into
three shares of Class A Stock. Also pursuant to the Certificate, as amended to
date, each share of Class A Stock is convertible, at any time and at the option
of the holder thereof, into one fully paid and nonassessable share of Common
Stock. Each share of Class A Stock entitles the holder thereof to two (2) votes
on all matters to be voted on by the stockholders of the Issuer. Each share of
Common Stock entitles the holder thereof to one (1) vote on all matters to be
voted on by the stockholders of the Issuer. In all other respects, the Class A
Stock and the Common Stock have the same rights and privileges and rank equally,
share ratably and are identical in respects as to all matters, including rights
of liquidation.
The shares of Series A Preferred Stock were converted into Class A
Stock upon the consummation of the Issuer's initial public offering. In
addition, GECEI elected to exercise its warrants and purchased 39,000 shares of
the Issuer's Common Stock for cash. In addition, GECEI purchased $5.0 million of
Common Stock at $15 per share, or 333,333 shares of Common Stock, at the initial
public offering. The source of funds used to purchase the shares was the working
capital of GECEI. Of these shares, 133,333 are allocated to GECEI, and 200,000
are allocated to NBC pursuant to a business sharing agreement discussed below in
Item 5. All shares purchased by GECEI and NBC were issued in the name of GECEI.
In connection with the formation of NBC Internet, Inc. ("NBCI") in
November 1999, Snap! LLC contributed all of its interest in the Issuer,
consisting of 5,248 shares of the Issuer's Common Stock and 300,000 shares of
the Issuer's Class A Stock, to NBCI. NBCI is not controlled by any of the
Reporting Persons for purposes of Regulation 13D of the Securities Exchange Act
of 1934, and shares of the Issuer owned by NBCI are not reflected in this
Amendment No. 2.
On September 21, 1999, NBC contributed its ownership interests in
1,041,500 shares of the Issuer to NBC-NTOP. NBC and NBC-NTOP share voting and
dispositive power with respect to these shares.
In accordance with the Subscription Agreement, on September 21, 1999,
Martin Yudkovitz ("Yudkovitz") was elected to the Board of Directors of the
Issuer as a representative of NBC and GECEI. In connection therewith, Yudkovitz
entered into an agreement with NBC, dated September 21, 1999 (the "Nominee
Agreement") whereby Yudkovitz 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 NBC with regard to such
options. As of the date of this Amendment No. 2, Yudkovitz has been issued
options to purchase up to 10,000 shares of the Issuer's Common Stock, all of
which are vested and none of which have been exercised. On November 1, 2000,
Yudkovitz resigned from the Issuer's Board of Directors.
From December 6 through December 14, 2000, the Reporting Persons sold
an aggregate of 914,000 shares of the Issuer's Common Stock, as discussed below
in Item 5.
ITEM 4. PURPOSE OF THE TRANSACTION.
Each of GECEI, GE Capital, NBC and NBC-NTOP acquired the shares of the
Issuer as an investment and hold them in the ordinary course of business and not
with the purpose or effect of changing the control of the Issuer.
Each of GECEI, GE Capital, NBC and NBC-NTOP intends to review their
investment on a regular basis and as a result thereof may at any time or from
time to time, acquire additional securities of the Issuer or dispose of all or a
portion of any securities of the Issuer in the open market or otherwise. Any
such acquisition or disposition would be made in compliance with all applicable
laws and regulations.
Pursuant to the Subscription Agreement, so long as GECEI, its
affiliates and beneficial owners (the "GE/NBC Investors") hold a majority of the
Class A Stock originally purchased under the Subscription Agreement, the GE/NBC
Investors will be entitled to nominate, and the Issuer and its directors shall
use their best efforts to secure the election of, a person to serve as a
director of the Issuer. In lieu of electing a director, the GE/NBC Investors may
select a representative to attend all meetings of the Issuer's board of
directors in a non-voting observer
<PAGE> 11
capacity. Currently, no representative of the GE/NBC Investors is a member of
the Issuer's Board of Directors nor have the GE/NBC Investors selected a
representative to attend meetings of the Issuer's Board of Directors.
Although the foregoing represents the range of activities presently
contemplated by the Reporting Persons with respect to the Issuer, it should be
noted that the possible activities of the Reporting Persons are subject to
change at any time.
Except as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The responses of the Reporting Persons to Rows (11) through (13) of
the cover pages of this Amendment No. 2 are incorporated herein by reference. As
of the date hereof, GE Capital and GECEI beneficially own an aggregate of
1,418,333 shares of Common Stock of the Issuer, representing approximately 4.7%
of the outstanding shares of Common Stock of the Issuer (based on the number of
shares of Common Stock outstanding as of December 11, 2000 as reported in the
Issuer's Form 10Q dated as of December 15, 2000). NBC and NBC-NTOP currently
beneficially own an aggregate of 204,847 shares of the Issuer's Common Stock,
representing approximately 0.7% of the Issuer's outstanding shares of Common
Stock (based on the number of shares of Common Stock outstanding as of December
11, 2000 as reported in the Issuer's Form 10Q dated as of December 15, 2000).
The percentage of the Issuer's Common Stock owned by the Reporting
Persons includes the following:
(i) options to purchase up to 10,000 shares of the Issuer's Common
Stock held be Yudkovitz as the nominee for NBC and GECEI pursuant to the Nominee
Agreement discussed above in Item 3 and the business sharing agreement discussed
below in Item 5(b); and
(ii) 1,052,500 shares of Class A Stock held by the Reporting Persons
that are convertible into 1,052,500 shares of Common Stock.
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 Issuer.
(b) The responses of the Reporting Persons to Rows (7) through (10) of
the cover pages of this Amendment No. 2, Item 5(a), Item 2 and Schedules A
through G hereof are incorporated herein by reference. As of the date of this
Amendment No. 2, pursuant to a business sharing agreement governing the
relationship of the Reporting Persons with respect to the shares of the Issuer's
capital stock, GECEI, GE Equity, NBC and NBC-NTOP share voting power with
respect to 204,847 shares of the Issuer's capital stock, over which NBC and
NBC-NTOP share dispositive power. GECEI and GE Equity share voting and
dispositive power with respect to an additional 1,213,486 shares of the Issuer's
capital stock.
(c) The Reporting Persons sold an aggregate of 914,000 shares of the
Issuer's Common Stock at the prices and on the dates set forth below. 841,500 of
such shares were shares over which NBC and NBC-NTOP shared dispositive power and
over which GECEI, GE Capital, NBC and NBC-NTOP shared voting power. The
remaining 72,500 of such shares were shares over which GECEI and GE Capital
shared voting and dispositive power.
Shares Sold Over Which NBC and NBC-NTOP Shared Dispostive Power:
<TABLE>
<CAPTION>
Number of Shares Sold: Price: Date of Sale:
---------------------- ------ -------------
<S> <C> <C>
2,500 $11.5000 per share 12/6/00
55,000 $10.3977 per share 12/7/00
380,000 $10.2862 per share 12/8/00
150,000 $11.1167 per share 12/11/00
107,500 $10.7500 per share 12/12/00
146,500 $12.0004 per share 12/13/00
</TABLE>
<PAGE> 12
Shares Sold Over Which GECEI and GE Capital Shared Dispostive Power:
<TABLE>
<CAPTION>
Number of Shares Sold: Price: Date of Sale:
---------------------- ------ -------------
<S> <C> <C>
72,500 $10.3190 per share 12/14/00
</TABLE>
(d) Not applicable.
(e) Not applicable.
Neither the filing of this Amendment No. 2 to Schedule 13D nor any
amendment thereto, nor anything contained herein is intended as, or should be
construed as, an admission that GECS, NBC Holding or GE is the "beneficial
owner" of any shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4 and 5 are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<S> <C>
1 Joint Filing Agreement by and among GE Capital Equity
Investments, Inc., General Electric Capital Corporation, General
Electric Capital Services, Inc., General Electric Company,
National Broadcasting Company, Inc., National Broadcasting
Company Holding, Inc. and NBC-NTOP Holding, Inc., dated January
12, 2000.
2 Power of Attorney appointing Barbara J. Gould as agent and
attorney-in-fact for General Electric Company.
3 Power of Attorney appointing Barbara J. Gould as agent and
attorney-in-fact for General Electric Capital Services, Inc.
</TABLE>
<PAGE> 13
SIGNATURE
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.
Dated: January 17, 2001
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Barbara J. Gould
-------------------------------
Name: Barbara J. Gould
Title: Managing Director
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
GENERAL ELECTRIC COMPANY
By: /s/ Barbara J. Gould
-------------------------------
Name: Barbara J. Gould
Title: Attorney-in-Fact
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Elizabeth A. Newel1
-------------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Elizabeth A. Newell
-------------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary
NBC-NTOP HOLDING, INC.
By: /s/ Elizabeth A. Newell
-------------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary
<PAGE> 14
SCHEDULE A TO AMENDMENT NO. 2 TO SCHEDULE 13D
Filed by GE Capital Equity Investments, Inc.
GE CAPITAL EQUITY INVESTMENTS, INC.
DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
---- ------- ----------
<S> <C> <C>
DIRECTORS
Michael E. Pralle GE Capital Equity President, Chairman of the
Investments, Inc. Board
120 Long Ridge Road
Stamford, CT 06927
OFFICERS
Michael E. Pralle GE Capital Equity President, Chairman of the
Investments, Inc. Board
120 Long Ridge Road
Stamford, CT 06927
Jonathan K. Sprole GE Capital Equity Senior Vice President,
Investments, Inc. General Counsel & Secretary
120 Long Ridge Road
Stamford, CT 06927
Paul Licursi GE Capital Equity Vice President, - Finance &
Investments, Inc. Treasurer
120 Long Ridge Road
Stamford, CT 06927
Joeseph Swezey GE Capital Equity Vice President - Controller
Investments, Inc.
120 Long Ridge Road
Stamford, CT 06927
Barbara J. Gould GE Capital Equity Senior Vice President,
Investments, Inc. Associate General Counsel
120 Long Ridge Road and Assistant Secretary
Stamford, CT 06927
Bryant Cohen GE Capital Equity Vice President - Taxes
Investments, Inc.
120 Long Ridge Road
Stamford, CT 06927
</TABLE>
Each person listed above is a citizen of the United States of America.
<PAGE> 15
SCHEDULE B TO AMENDMENT NO. 2 TO SCHEDULE 13D
Filed by General Electric Capital Corporation
GENERAL ELECTRIC CAPITAL CORPORATION
<TABLE>
<CAPTION>
Name and Corporate Title Citizenship Principal Occupation
------------------------ ----------- --------------------
<S> <C> <C>
NANCY E. BARTON USA Senior Vice President, General Counsel
DIRECTOR and Secretary
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
FRANCIS S. BLAKE USA Senior Vice President, Corporate
DIRECTOR Business
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
JAMES R. BUNT USA Vice President and Treasurer
DIRECTOR GE Company
3135 Easton Turnpike
Fairfield, CT 06431
DAVID L. CALHOUN USA Chief Executive Officer
DIRECTOR GE Aircraft Engines
1 Neumann Way
Cincinnati, OH 45215
DENNIS D. DAMMERMAN USA Vice Chairman and Executive Officer
DIRECTOR GE Company
3135 Easton Turnpike
Fairfield, CT 06431
MICHAEL D. FRAIZER USA President & CEO
DIRECTOR GE Financial Assurance
6604 W. Broad Street
Richmond, VA 23230
BENJAMIN W. HEINEMAN, USA Senior Vice President, General Counsel
DIRECTOR and Secretary
GE Company
3135 Easton Turnpike
Fairfield, CT 06431
JEFFREY R. IMMELT USA President and Chairman-Elect
DIRECTOR General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
W. JAMES MCNERNEY, JR. USA 8765 Old Indian Hill Road
DIRECTOR Indian Hill, OH 45243
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
Name and Corporate Title Citizenship Principal Occupation
------------------------ ----------- --------------------
<S> <C> <C>
JOHN H. MYERS USA Chairman and President
DIRECTOR GE Investment Corporation
3003 Summer Street, 7th Fl.
Stamford, CT 06905
ROBERT L. NARDELLI USA 1 Cobble Court
DIRECTOR Loudonville, NY 12211
DENIS J. NAYDEN USA Chairman and CEO
DIRECTOR GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
MICHAEL A. NEAL USA President and COO
DIRECTOR GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
JAMES A. PARKE USA Vice Chairman & Chief Financial Officer
DIRECTOR GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
RONALD R. PRESSMAN USA Chairman, President & CEO
DIRECTOR Employers Reinsurance
5200 Metcalf
Overland Park, KS 66204
GARY M. REINER USA Sr. Vice President & Chief Information
DIRECTOR Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
JOHN M. SAMUELS USA Vice President and Senior Counsel,
DIRECTOR Corporate Taxes
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
KEITH S. SHERIN USA Senior Vice President, Finance, and
DIRECTOR Chief Financial Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
EDWARD D. STEWART USA Executive Vice President
DIRECTOR GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
JOHN F. WELCH, JR. USA Chairman and Chief Executive Officer
DIRECTOR General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
Name and Corporate Title Citizenship Principal Occupation
------------------------ ----------- --------------------
<S> <C> <C>
WILLIAM A. WOODBURN USA Executive Vice President
DIRECTOR General Electric Capital
260 Long Ridge Road
Stamford, CT 06927
DENIS J. NAYDEN USA Chairman and CEO
CHAIRMAN AND CHIEF EXECUTIVE GE Capital Corporation
OFFICER 260 Long Ridge Road
Stamford, CT 06927
MICHAEL A. NEAL USA President and COO
PRESIDENT AND CHIEF OPERATING GE Capital Corporation
OFFICER 260 Long Ridge Road
Stamford, CT 06927
JAMES A. PARKE USA Vice Chairman & Chief Financial Officer
VICE CHAIRMAN AND CHIEF FINANCIAL GE Capital Corporation
OFFICER 260 Long Ridge Road
Stamford, CT 06927
EDWARD D. STEWART USA Executive Vice President
EXECUTIVE VICE PRESIDENT GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
WILLIAM A. WOODBURN USA Executive Vice President
EXECUTIVE VICE PRESIDENT General Electric Capital
260 Long Ridge Road
Stamford, CT 06927
NANCY E. BARTON USA Senior Vice President, General Counsel
SENIOR VICE PRESIDENT, GENERAL and Secretary
COUNSEL AND SECRETARY GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
JAMES A. COLICA USA Senior Vice President, Global Risk
SENIOR VICE PRESIDENT Management
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
RICHARD D'AVINO USA Senior Vice President, Taxes
SENIOR VICE PRESIDENT, TAXES GE Capital Corporation
777 Long Ridge Road
Stamford, CT 06927
ROBERT L. LEWIS USA Senior Vice President
SENIOR VICE PRESIDENT GE Capital Corporation
120 Long Ridge Road
Stamford, CT 06927
MARC J. SAPERSTEIN USA Senior Vice President, Human
SENIOR VICE PRESIDENT Resources
General Electric Capital
260 Long Ridge Road
Stamford, CT 06927
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
Name and Corporate Title Citizenship Principal Occupation
------------------------ ----------- --------------------
<S> <C> <C>
JEFFREY S. WERNER USA Sr. Vice President, Corp. Treasury &
SENIOR VICE PRESIDENT Global Funding
GE Capital Corporation
201 High Ridge Road
Stamford, CT 06927
JOAN C. AMBLE USA Vice President and Controller
VICE PRESIDENT AND CONTROLLER GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
</TABLE>
<PAGE> 19
SCHEDULE C TO AMENDMENT NO. 2 TO SCHEDULE 13D
Filed by General Electric Capital Services, Inc.
<TABLE>
<CAPTION>
Name and Corporate Title Citizenship Principal Occupation
------------------------ ----------- --------------------
<S> <C> <C>
NANCY E. BARTON USA Senior Vice President, General Counsel and
DIRECTOR Secretary
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
FRANCIS S. BLAKE USA Senior Vice President, Corporate
DIRECTOR Development
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
JAMES R. BUNT USA Vice President and Treasurer
DIRECTOR GE Company
3135 Easton Turnpike
Fairfield, CT 06431
DAVID L. CALHOUN USA Chief Executive Officer
DIRECTOR GE Aircraft Engines
1 Neumann Way
Cincinnati, OH 45215
DENNIS D. DAMMERMAN USA Vice Chairman and Executive Officer
DIRECTOR GE Company
3135 Easton Turnpike
Fairfield, CT 06431
MICHAEL D. FRAIZER USA President & CEO
DIRECTOR GE Financial Assurance
6604 W. Broad Street
Richmond, VA 23230
BENJAMIN W. HEINEMAN, USA Senior Vice President, General Counsel and
DIRECTOR Secretary
GE Company
3135 Easton Turnpike
Fairfield, CT 06431
JEFFREY R. IMMELT USA President and Chairman-Elect
DIRECTOR General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
W. JAMES MCNERNEY, JR. USA 8765 Old Indian Hill Road
DIRECTOR Indian Hill, OH 45243
JOHN H. MYERS USA Chairman and President
DIRECTOR GE Investment Corporation
3003 Summer Street, 7th Fl.
Stamford, CT 06905
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
Name and Corporate Title Citizenship Principal Occupation
------------------------ ----------- --------------------
<S> <C> <C>
ROBERT L. NARDELLI USA 1 Cobble Court
DIRECTOR Loudonville, NY 12211
DENIS J. NAYDEN USA Chairman and CEO
DIRECTOR GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
MICHAEL A. NEAL USA President and COO
DIRECTOR GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
JAMES A. PARKE USA Vice Chairman and Chief Financial Officer
DIRECTOR GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
RONALD R. PRESSMAN USA Chairman, President & CEO
DIRECTOR Employers Reinsurance Corporation
5200 Metcalf
Overland Park, KS 66204
GARY M. REINER USA Sr. Vice President & Chief Information Officer
DIRECTOR General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
JOHN M. SAMUELS USA Vice President and Senior Counsel,
DIRECTOR Corporate Taxes
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
KEITH S. SHERIN USA Senior Vice President, Finance, and Chief
DIRECTOR Financial Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
EDWARD D. STEWART USA Executive Vice President
DIRECTOR GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
JOHN F. WELCH, JR. USA Chairman and Chief Executive Officer
DIRECTOR General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
WILLIAM A. WOODBURN USA Executive Vice President
DIRECTOR General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
Name and Corporate Title Citizenship Principal Occupation
------------------------ ----------- --------------------
<S> <C> <C>
DENNIS D. DAMMERMAN USA Vice Chairman and Executive Officer
CHAIRMAN OF THE BOARD GE Company
3135 Easton Turnpike
Fairfield, CT 06431
DENIS J. NAYDEN USA Chairman and CEO
PRESIDENT GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
MICHAEL D. FRAIZER USA President & CEO
EXECUTIVE VICE PRESIDENT GE Financial Assurance
6604 W. Broad Street
Richmond, VA 23230
MICHAEL A. NEAL USA President and COO
EXECUTIVE VICE PRESIDENT GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
RONALD R. PRESSMAN USA Chairman, President & CEO
EXECUTIVE VICE PRESIDENT Employers Reinsurance Corporation
5200 Metcalf
Overland Park, KS 66204
EDWARD D. STEWART USA Executive Vice President
EXECUTIVE VICE PRESIDENT GE Capital Corporation
1600 Summer Street
Stamford, CT 06927
WILLIAM A. WOODBURN USA Executive Vice President
EXECUTIVE VICE PRESIDENT General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
JAMES A. PARKE USA Vice Chairman & Chief Financial Officer
EXECUTIVE VICE PRESIDENT AND CHIEF GE Capital Corporation
FINANCIAL OFFICER 260 Long Ridge Road
Stamford, CT 06927
NANCY E. BARTON USA Senior Vice President, General Counsel and
SENIOR VICE PRESIDENT, GENERAL Secretary
COUNSEL GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
JAMES A. COLICA USA Senior Vice President, Global Risk
SENIOR VICE PRESIDENT Management
GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
Name and Corporate Title Citizenship Principal Occupation
------------------------ ----------- --------------------
<S> <C> <C>
RICHARD D'AVINO USA Senior Vice President, Taxes
SENIOR VICE PRESIDENT, TAXES GE Capital Corporation
777 Long Ridge Road
Stamford, CT 06927
MARC J. SAPERSTEIN USA Senior Vice President, Human Resources
SENIOR VICE PRESIDENT General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
JEFFREY S. WERNER USA Sr. Vice President, Corp. Treasury & Global
SENIOR VICE PRESIDENT Funding Oper.
GE Capital Corporation
201 High Ridge Road
Stamford, CT 06927
JOHN C. AMBLE USA Vice President and Controller
VICE PRESIDENT AND CONTROLLER GE Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
</TABLE>
<PAGE> 23
SCHEDULE D TO AMENDMENT NO. 2 TO SCHEDULE 13D
Filed by General Electric Company
DIRECTORS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<S> <C> <C>
J.I. Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate School of
Soldiers Field Road Business Administration, Harvard
Boston, MA 02163 University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois Tool
Suite 103 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 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. Executive Vice President, Kraft
555 South Broadway Foods, Inc.
Tarrytown, NY 10591
C.X. Gonzalez Kimberly-Clark de Mexico, S.A. de Chairman of the Board and Chief
C.V. Executive Officer, Kimberly-Clark
Jose Luis Lagrange 103, Tercero de Mexico, S.A. de C.V.
Piso
Colonia Los Morales
Mexico, D.F. 11510, Mexico
J.R. Immelt General Electric Company President, General Electric
3135 Easton Turnpike Company
Fairfield, CT 06431
A. Jung Avon Products, Inc. President and Chief Executive
1345 Avenue of the Americas Officer, Avon Products, Inc.
New York, NY 10105
R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief Executive
309 West 49th Street Officer
New York, NY 10019-7316
K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer, Invemed
New York, NY 10152 Associates, Inc.
Scott G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer, Sun
Palo Alto, CA 94303-4900 Microsystems, Inc.
G.G. Michelson Federated Department Stores Former Member of the Board of
151 West 34th Street Directors, Federated Department
New York, NY 10001 Stores
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<S> <C> <C>
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive, West President, Penske Corporation
Detroit, MI 48239-4001
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 Board and
Corporation CEO and former Director,
1 Champion Plaza Champion International
Stamford, CT 06921 Corporation
D.A. Warner III J. P. Morgan & Co., Inc.& Morgan Chairman of the Board, President,
Guaranty Trust Co. and Chief Executive Officer, J.P.
60 Wall Street Morgan & Co. Incorporated and
New York, NY 10260 Morgan Guaranty 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, Vice Chairman of the Board and
Inc. Executive Officer, General Electric
30 Rockefeller Plaza Company;
New York, NY 10112 President and Chief Executive
Officer, National Broadcasting
Company, Inc.
Citizenship
-----------
P. Fresco Italy
C. X. Gonzales Mexico
Andrea Jung Canada
All Others U.S.A.
OFFICERS
J.F. Welch, Jr. General Electric Company Chairman of the Board and Chief
3135 Easton Turnpike Executive Officer
Fairfield, CT 06431
J.R. Immelt General Electric Company President, General Electric
3135 Easton Turnpike Company
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06431
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<S> <C> <C>
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
3135 Easton Turnpike Resources
Fairfield, CT 06431
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 Capital Services, Inc.
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
Nela Park Lighting
Cleveland, OH 44112
B.W. Heineman, Jr. General Electric Company Senior Vice President - General
3135 Easton Turnpike Counsel and Secretary
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
Appliance Park Appliances
Louisville, KY 40225
J. Krenicki, Jr. General Electric Company Vice President - GE
2901 East Lake Road Transportation Systems
Erie, PA 16531
R.W. Nelson General Electric Company Vice President - Corporate
3135 Easton Turnpike Financial 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
1 River Road Systems
Schenectady, NY 12345
G.L. Rogers General Electric Company Senior Vice President - GE Plastics
1 Plastics Avenue
Pittsfield, MA 01201
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
<S> <C> <C>
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
41 Woodford Avenue Industrial Systems
Plainville, CT 06062
R. C. Wright National Broadcasting Company, Vice Chairman of the Board and
Inc. Executive Officer, General Electric
30 Rockefeller Plaza Company; President and Chief
New York, NY 10112 Executive Officer, National
Broadcasting Company, Inc.
Citizenship of All Executive Officers
-------------------------------------
U.S.A.
</TABLE>
<PAGE> 27
SCHEDULE E TO AMENDMENT NO. 2 TO SCHEDULE 13D
Filed by National Broadcasting Company, Inc.
NATIONAL BROADCASTING COMPANY, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME PRESENT BUSINESS ADDRESS OCCUPATION DIRECTORS
---- ------------------------ --------------------
<S> <C> <C>
J.I. Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University
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
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company; Chairman,
General Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
C.X. Gonzalez Kimberly-Clark de Chairman of the Board and
Mexico, S.A. de C.V. Chief Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510,
Mexico
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Operating Officer, Avon
Americas Products, Inc.
New York, NY 10105
Scott G. McNealy Sun Microsystems, Inc. Chairman, President and
901 San Antonio Road Chief Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.
G.G. Michelson Federated Department Former Member of the
Stores Board of Directors,
151 West 34th Street Federated Department
New York, NY 10001 Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street,
N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
R.S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive, West President, Penske
Detroit, MI 48239-4001 Corporation
</TABLE>
<PAGE> 28
EXECUTIVE OFFICERS
<TABLE>
<S> <C> <C>
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell 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 & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust President, and Chief
Co. Executive Officer, J.P.
60 Wall Street Morgan & Co. Incorporated
New York, NY 10260 and Morgan Guaranty Trust
Company
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
EXECUTIVE OFFICERS
John F. Welch, National Broadcasting Chairman
Jr. Company, Inc.
3135 Easton Turnpike
Fairfield, CT 06431
Robert C. Wright National Broadcasting Chief Executive Officer &
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Garth Ancier National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Mark Begor National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
William Bolster National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Richard Cotton National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Duncan Ebersol National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
</TABLE>
<PAGE> 29
<TABLE>
<S> <C> <C>
John Eck National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Randel A. Falco National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Jay Ireland National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Andrew Lack National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Scott Sassa National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Edward Scanlon National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Pamela Thomas- National Broadcasting Executive Vice President
Graham Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Martin Yudkovitz National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
David Zaslav National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Kassie Canter National Broadcasting Senior Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
</TABLE>
Each person listed above is a citizen of the United States of America
except Andrea Jung, who is a citizen of Canada.
<PAGE> 30
SCHEDULE F TO AMENDMENT NO. 2 TO SCHEDULE 13D
Filed by National Broadcasting Company Holding, Inc.
NATIONAL BROADCASTING COMPANY HOLDING, INC.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME PRESENT BUSINESS ADDRESS PRESENT PRINCIPAL
OCCUPATION DIRECTORS
<S> <C> <C>
J.I. Cash, Jr. Harvard Business Professor of Business
School Administration-Graduate
Morgan Hall School of Business
Soldiers Field Road Administration, Harvard
Boston, MA 02163 University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Vice Chairman of the
Company Board and Executive
3135 Easton Turnpike Officer, General
Fairfield, CT 06431 Electric Company;
Chairman, General
Electric Capital
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
C.X. Gonzalez Kimberly-Clark de Chairman of the Board
Mexico, S.A. de C.V. and Chief Executive
Jose Luis Lagrange Officer, Kimberly-Clark
103, Tercero Piso de Mexico, S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510,
Mexico
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Operating Officer, Avon
Americas Products, Inc.
New York, NY 10105
Scott G. McNealy Sun Microsystems, Inc. Chairman, President and
901 San Antonio Road Chief Executive Officer,
Palo Alto, CA Sun Microsystems, Inc.
94303-4900
G.G. Michelson Federated Department Former Member of the
Stores Board of Directors,
151 West 34th Street Federated Department
New York, NY 10001 Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street,
N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Vice Chairman of the
Company Board and Executive
3135 Easton Turnpike Officer, General
Fairfield, CT 06431 Electric Company
</TABLE>
<PAGE> 31
EXECUTIVE OFFICERS
<TABLE>
<S> <C> <C>
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, and President, Penske
West Corporation
Detroit, MI 48239-4001
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell 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 & Co., Chairman of the Board,
Inc. & Morgan Guaranty President, and Chief
Trust Co. Executive Officer,
60 Wall Street J.P. Morgan & Co.
New York, NY 10260 Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Chairman of the Board
Company and Chief Executive
3135 Easton Turnpike Officer, General
Fairfield, CT 06431 Electric Company
EXECUTIVE OFFICERS
John F. Welch, Jr. National Broadcasting Chairman
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Robert C. Wright National Broadcasting Chief Executive Officer
Company, Inc. & President
30 Rockefeller Plaza
New York, NY 10112
Mark Begor National Broadcasting Vice President &
Company, Inc. Treasurer
30 Rockefeller Plaza
New York, NY 10112
Benjamin W. Heineman, National Broadcasting Secretary
Jr. Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
</TABLE>
Each person listed above is a citizen of the United States of America except
Andrea Jung, who is a citizen of Canada.
<PAGE> 32
SCHEDULE G TO AMENDMENT NO. 2 TO SCHEDULE 13D
Filed by NBC-NTOP Holding, Inc
NBC-NTOP HOLDING, INC.
DIRECTORS AND OFFICERS
DIRECTORS
Mark Begor
Director
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, New York, 10112
Richard Cotton
Director
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, New York, 10112
Jay Ireland
Director
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, New York, 10112
EXECUTIVE OFFICERS
Martin Yudkovitz
President
30 Rockefeller Plaza
New York, New York, 10112
Mark Begor
Vice President & Treasurer
30 Rockefeller Plaza
New York, New York, 10112
Richard Cotton
Secretary
30 Rockefeller Plaza
New York, New York, 10112
Each person listed above is a citizen of the United States of America.
