UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. --)
iVillage Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value 46588H105
- --------------------------------------------------------------------------------
(Title of Class of Securities) (CUSIP Number)
Richard Cotton, Esq., National Broadcasting Company, Inc., 30 Rockefeller
Plaza, New York, New York, 10112 (212) 664-4000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 31, 1999
- --------------------------------------------------------------------------------
(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 / /.
<PAGE>
SCHEDULE 13D
CUSIP No. 46588H105 PAGE 2 OF 14 PAGES
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*
OO
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
7 SOLE VOTING POWER
1,838,009
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
1,838,009
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
1,838,009
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 46588H105 PAGE 3 OF 14 PAGES
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 ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF DISCLAIMED (SEE 11 BELOW)
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
DISCLAIMED (SEE 11 BELOW)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICALLY 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>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 46588H105 PAGE 4 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GE INVESTMENTS SUBSIDIARY, INC. 51-0294231
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
7 SOLE VOTING POWER
NUMBER OF NOT APPLICABLE (SEE 11 BELOW)
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
NOT APPLICABLE (SEE 11 BELOW)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GE INVESTMENTS
SUBSIDIARY, 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!
<PAGE>
SCHEDULE 13D
CUSIP No. 46588H105 PAGE 5 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC PENSION TRUST 14-6015763
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
NEW YORK
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 85,295
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
0
10 SHARED DISPOSITIVE POWER
85,295
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
85,295
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 46588H105 PAGE 6 OF 14 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC INVESTMENT CORPORATION,
as Investment Manager of General Electric Pension Trust 22-2152310
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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 85,295
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
0
10 SHARED DISPOSITIVE POWER
85,295
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
85,292
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 46588H105 PAGE 7 OF 14 PAGES
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
ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
NUMBER OF DISCLAIMED (SEE 11 BELOW)
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
DISCALIMED (SEE 11 BELOW)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICALLY 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!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The title and class of equity to which this statement on Schedule 13D
relates is the common stock, par value $.01 per share ("Common Stock"), of
iVillage Inc., a Delaware corporation (the "Company"). The address of the
Company's principal executive office is 170 Fifth Avenue, New York, New York
10010.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by National Broadcasting Company, Inc. ("NBC"),
for and on behalf of itself, National Broadcasting Company Holding, Inc.
("NBCH"), GE Investments Subsidiary, Inc. ("GEIS"), General Electric Investment
Corporation ("GEIC"), General Electric Pension Trust ("GEPT"), and General
Electric Company ("GE"). NBC, NBCH, GEIS, GEIC, GEPT and GE, are referred to
herein collectively as the "Reporting Persons". NBC is a wholly-owned subsidiary
of NBCH and NBCH, GEIS and GEIC are wholly-owned subsidiaries of GE. In addition
to the foregoing, GEIC acts as Investment Manager of GEPT. An agreement among
the Reporting Persons with respect to the filing of this statement is attached
hereto as Exhibit 1.
NBC is a Delaware corporation with principal executive offices located
at 30 Rockefeller Plaza, New York, NY 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 principal executive
offices located at 30 Rockefeller Plaza, New York, NY 10112. NBCH is a holding
company for NBC. GEIS is a Delaware corporation with its principal executive
offices located at 3003 Summer Street Stamford, Connecticut 06904. The principal
business activity of GEIS is corporate financing. GEIC is a Delaware corporation
with principal executive offices located at 3003 Summer Street Stamford,
Connecticut 06904. GEIC is a Registered Investment Adviser. GEPT is a New York
common law trust with principal offices located at 3003 Summer Street, Stamford,
Connecticut, 06904. GEPT administers the pension assets held for the benefit of
employees and retired employees of GE. 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 NBC, NBCH, GEIS, GEIC
and GE are set forth on Schedules A, B, C, D, and E attached hereto,
respectively. The name, business address, present principal occupation or
employment, and citizenship of each trustee for GEPT is set forth on schedule F
attached hereto.
Except as set forth on Schedule G hereto, during the last five years
none of the Reporting Persons, nor, to the best of their knowledge, any of their
directors or executive officers (or in the case of GEPT, its trustees), 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, degree 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.
<PAGE>
This statement is being filed while the Reporting Persons are in the
process of verifying information required herein from their respective
directors, executive officers or trustees. If the Reporting Person obtains
information concerning such individuals which would cause a material change in
the disclosure contained herein, an amendment to this statement will be filed
that will disclose such change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In May 1997, GEPT purchased 255,885 shares of the Company's Series C
Preferred Stock for an aggregate purchase price of $500,000. The source of funds
used to purchase the shares of the Series C Preferred Stock was the working
capital of GEPT. On March 19, 1999, in connection with the initial public
offering ("IPO") of the Company, each share of Series C Preferred Stock
automatically converted into one-third of a share of Common Stock, resulting in
an aggregate of 85,295 shares of Common Stock owned by GEPT.
On March 9, 1999, the Company, GEIS, and NBC entered into an Amended
and Restated Stock Purchase Agreement (the "Purchase Agreement") whereby the
Company exchanged the right to receive 4,889,030 shares of Series E Preferred
Stock and the Warrants (as defined in Item 6 below) to GEIS for a promissory
note in the approximate amount of $15.5 million with interest payable at 5% per
annum. The principal amount of the note and interest is payable in twelve equal
installments of approximately $1.4 million. A copy of the Purchase Agreement is
filed herewith as Exhibit 2. On March 19, 1999, in connection with the IPO of
the Company, the right to receive each share of Series E Preferred Stock
automatically converted into the right to receive one-third of a share of Common
Stock. On March 31, 1999, GEIS, NBC and the Company received early termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and GEIS and the Company intend to complete the purchase and
sale of 1,629,676 shares of Common Stock pursuant to the Purchase Agreement
shortly.
On March 19, 1999, in connection with the IPO of the Company (but not
pursuant to the Purchase Agreement), NBC purchased an additional 208,333 shares
of Common Stock in a directed offering from the Company. The source of funds
used to purchase the additional 208,333 shares of Common Stock was the working
capital of NBC.
ITEM 4. PURPOSE OF TRANSACTION.
NBC, GEIS and GEPT each acquired the shares of Common Stock of the
Company 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 Company.
Each of NBC and GEPT intend to review their investments in the Company
independently and on a regular basis and as a result thereof may at any time or
from time to time, acquire additional securities of the Company or dispose of
all or a portion of any securities of the Company in the open market or
otherwise. Any such acquisition or disposition would be made in compliance with
all applicable laws and regulations.
On November 11, 1998, NBC received the right to nominate one
individual designated by NBC to the Company's Board of Directors pursuant to a
<PAGE>
letter agreement between NBC and the Company on even date therewith. This right
was memorialized in the Fourth Amended and Restated Stockholders' Agreement
dated as of December 4, 1998 and terminated on March 19, 1999 in connection with
the IPO of the Company. Nevertheless, an officer of NBC continues to serve as a
director of the Company. Accordingly, NBC may be in a position to influence the
operations and activities of the Company. The letter agreement is attached
hereto as Exhibit 3 and the Fourth Amended and Restated Stockholders' Agreement
is attached hereto as Exhibit 4.
Although some of the foregoing represents the range of activities
presently contemplated by the Reporting Persons with respect to the Company, 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 statement on Schedule 13D are incorporated herein by
reference. As of April 8, 1999, NBC beneficially owned in the aggregate
1,838,009 shares of Common Stock of the Company, representing approximately 7.9%
of the outstanding shares of Common Stock and both GEPT and GEIC beneficially
owned in the aggregate 85,259 shares of Common Stock of the Company,
representing approximately 0.3% of the outstanding shares of Common Stock (based
on 23,147,887 shares of Common Stock outstanding as reported in the Company's
prospectus dated as of the date of the IPO, after giving effect to the issuance
of shares by the Company pursuant to the Purchase Agreement).
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 (or in the case of GEPT, its trustees), beneficially owns any shares of
Common Stock of the Company.
(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.
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
(or in the case of GEPT, its trustees), 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.
(c) Except as disclosed in Item 3 hereof, none of the Reporting
Persons, nor, to the best of their knowledge, any of their directors or
executive officers (or in the case of GEPT, its trustees), has effected any
transaction in the Common Stock of the Company during the past 60 days.
<PAGE>
(d) Not applicable.
(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 NBCH, GEIS, 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 Item 3 hereof are incorporated herein by reference.
Pursuant to the Purchase Agreement, GEIS obtained warrants to purchase
up to 323,625 shares of Common Stock at $15.45 per share during calendar year
2000 and up to 271,003 shares of Common Stock at $18.45 per share during
calendar year 2001 (collectively herein referred to as the "Warrants"). The
Warrants are in the process of being finalized in connection with the closing of
the Purchase Agreement.
Pursuant to the Fourth Amended and Restated Registration Rights
Agreement dated December 4, 1998, after the IPO, NBC and GEPT and each of their
permitted assigns have the right to demand that the Company file a registration
statement with respect to the registration of its shares of Common Stock,
subject to certain limitations. The Fourth Amended and Restated Registration
Rights Agreement is attached hereto as Exhibit 5.
NBC and GEIS have entered into an oral agreement with respect to the
shares of Common Stock acquired under the Purchase Agreement. Pursuant to the
agreement, NBC and GEIS have agreed, with respect to the shares of Common Stock
acquired under the Purchase Agreement, to allocate sole voting and sole
dispositive power to NBC.
NBC and GEPT have each signed separate lock-up agreements under which
they have agreed not to transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for shares of common stock, for a period of 180 days after the IPO.
The lock-up agreements for each NBC and GEPT are attached hereto as Exhibit 6
and Exhibit 7, respectively.
An agreement among the Reporting Persons with respect to the filing of
this Schedule 13D and any amendments thereto is attached hereto as Exhibit 1.
Except as disclosed in this Item 6, none of the Reporting Persons, nor,
to the best of their knowledge, any of their directors or executive officers (or
in the case of GEPT, its trustees), are parties to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to the
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit1 Joint Filing Agreement by and among National Broadcasting
Company, Inc., National Broadcasting Company Holding, Inc., GE
Investments Subsidiary, Inc., General Electric Investment
Corporation, General Electric Pension Trust and General Electric
Company.
<PAGE>
Exhibit 2 Amended and Restated Stock Purchase Agreement by and Among
National Broadcasting Company, Inc., GE Investments Subsidiary,
Inc., and iVillage Inc., incorporated by reference to Exhibit
10.26 to Amendment No. 4 to Form S-1 Registration Statement of
iVillage Inc. (Reg. No. 333-68749) as filed on March 12, 1999.
Exhibit 3 Letter Agreement by and between National Broadcasting Company,
Inc. and iVillage Inc. incorporated herein by reference to Exhibit
10.13 to Form S-1 Registration Statement of iVillage Inc. (Reg.
No. 333-68749) as filed on December 11, 1998.
Exhibit 4 Fourth Amended and Restated Stockholders' Agreement dated as of
December 4, 1998, by and among iVillage Inc., the Founders and
each of the Investors identified therein incorporated herein by
reference to Exhibit 10.24 to Form S-1 Registration Statement of
iVillage Inc. (Reg. No. 333-68749) as filed on December 11, 1998.
Exhibit 5 Fourth Amended and Restated Registration Rights Agreement dated
December 4, 1998 by and among iVillage Inc., the Founders and each
of the Investors identified therein, incorporated herein by
reference to Exhibit 10.25 to Form S-1 Registration Statement of
iVillage Inc. (Reg. No. 333-68749) as filed on December 11, 1998.
Exhibit 6 Lock-up Agreement by and between iVillage Inc. and National
Broadcasting Company, Inc., dated February 18, 1999.
Exhibit 7 Lock-up Agreement by and between iVillage Inc. and General
Electric Pension Trust, dated August 24, 1998.
<PAGE>
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.
Dated: April 9, 1999
NATIONAL BROADCASTING GENERAL ELECTRIC INVESTMENT
COMPANY, INC. CORPORATION
By: ------------------------ By: ------------------------
Mark W. Begor Michael M. Pastore
Executive Vice President Vice President
NATIONAL BROADCASTING GENERAL ELECTRIC COMPANY
COMPANY HOLDING, INC.
By: ------------------------ By: ------------------------
Mark W. Begor Mark W. Begor
Treasurer Vice President
GE INVESTMENTS SUBSIDIARY, INC.
By: ------------------------
Michael M. Pastore
Vice President
GENERAL ELECTRIC PENSION TRUST
By: General Electric Investment Corporation,
its Investment Manager
By: Michael M. Pastore
Vice President
<PAGE>
SCHEDULE A TO SCHEDULE 13D
Filed by National Broadcasting Company, Inc.
NATIONAL BROADCASTING COMPANY, INC.
DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
DIRECTORS
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer,
New York, NY 10105 Avon Products, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
E. F. Murphy General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
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
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
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
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
EXECUTIVE OFFICERS
John F. Welch Jr. National Broadcasting Chairman
Company, Inc.
3135 Easton Turnpike
Fairfield, CT 06431
Robert C. Wright National Broadcasting Chief Executive
Company, Inc. Officer & President
30 Rockefeller Plaza
New York, NY 10112
Mark Begor National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
William Bolster CNBC, Inc. Executive Vice
2200 Fletcher Ave. President
Fort Lee, NJ 07024
Richard Cotton National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Duncan Ebersol National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Randel A. Falco National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Andrew Lack National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Donald Ohlmeyer National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Thomas Rogers National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Scott Sassa National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Edward Scanlon National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Patrick Wallace National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Kassie Canter National Broadcasting Senior Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Each person listed above is a citizen of the United States of America except
Andrea Jung, who is a citizen of Canada.
<PAGE>
SCHEDULE B TO SCHEDULE 13D
Filed by National Broadcasting Company Holding, Inc.
NATIONAL BROADCASTING COMPANY HOLDING, INC.
DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
DIRECTORS
- ---------
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer,
New York, NY 10105 Avon Products, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
E. F. Murphy General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
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
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
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
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
EXECUTIVE OFFICERS
- ------------------
Robert C. Wright National Broadcasting Chief Executive
Company, Inc. Officer & President
30 Rockefeller Plaza
New York, NY 10112
Each person listed above is a citizen of the United States of America except
Andrea Jung, who is a citizen of Canada.
<PAGE>
SCHEDULE C TO SCHEDULE 13D
Filed by GE Investments Subsidiary, Inc.
GE INVESTMENTS SUBSIDIARY, INC.
DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
DIRECTORS
- ---------
Philip D. Ameen 3135 Easton Turnpike Director
Fairfield, CT 06431
James R. Bunt 3135 Easton Turnpike Director
Fairfield, CT 06431
Jeffrey A. Groh 3003 Summer Street Director
Stamford, CT 06904
Alan M. Lewis 3003 Summer Street Director
Stamford, CT 06904
John M. Samuels 3135 Easton Turnpike Director
Fairfield, CT 06431
John H. Myers 3003 Summer Street President
Stamford, CT 06904
Eugene K. Bolton 3003 Summer Street Executive Vice President
Stamford, CT 06904
Michael J. Cosgrove 3003 Summer Street Executive Vice President
Stamford, CT 06904
Ralph R. Layman 3003 Summer Street Executive Vice President
Stamford, CT 06904
Robert A. MacDougall 3003 Summer Street Executive Vice President
Stamford, CT 06904
Geoffrey R. Norman 3003 Summer Street Executive Vice President
Stamford, CT 06904
Donald W. Torey 3003 Summer Street Executive Vice President
Stamford, CT 06904
Mark A. Dunham 3003 Summer Street Senior Vice President
Stamford, CT 06904
Ronald I. Felmus 3003 Summer Street Senior Vice President
Stamford, CT 06904
H. Michael Mears 3003 Summer Street Senior Vice President
Stamford, CT 06904
Philip A. Mercurio 3003 Summer Street Senior Vice President
Stamford, CT 06904
Philip A. Riordan 3003 Summer Street Senior Vice President
Stamford, CT 06904
Each person listed above is a citizen of the United States of America.
<PAGE>
SCHEDULE D TO SCHEDULE 13D
Filed by General Electric Investment Corporation
GENERAL ELECTRIC INVESTMENT CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
DIRECTORS
- ---------
John H. Myers 3003 Summer Street Director
Stamford, CT 06904
Eugene K. Bolton 3003 Summer Street Director
Stamford, CT 06904
Michael J. Cosgrove 3003 Summer Street Director
Stamford, CT 06904
Ralph R. Layman 3003 Summer Street Director
Stamford, CT 06904
Alan M. Lewis 3003 Summer Street Director
Stamford, CT 06904
Robert A. MacDougall 3003 Summer Street Director
Stamford, CT 06904
Geoffrey R. Norman 3003 Summer Street Director
Stamford, CT 06904
Jeffrey A. Groh 3003 Summer Street Director
Stamford, CT 06904
Donald W. Torey 3003 Summer Street Director
Stamford, CT 06904
Peter J. Hathaway 3003 Summer Street Senior Vice President
Stamford, CT 06904 Equity Portfolios
Elaine G. Harris 3003 Summer Street Senior Vice President
Stamford, CT 06904 Equity Portfolios
Paul C. Reinhardt 3003 Summer Street Senior Vice President
Stamford, CT 06904 Equity Portfolios
Christopher W. Smith 3003 Summer Street Senior Vice President
Stamford, CT 06904 Equity Investments
David B. Carlson 3003 Summer Street Senior Vice President
Stamford, CT 06904 Equity Portfolios
Christopher D. Brown 3003 Summer Street Senior Vice President
Stamford, CT 06904 Equity Portfolios
Richard L. Sanderson 3003 Summer Street Senior Vice President
Stamford, CT 06904 Equity Research
Robert R. Kaelin 3003 Summer Street Senior Vice President
Stamford, CT 06904 Municipal Bonds
Philip A. Riordan 3003 Summer Street Senior Vice President
Stamford, CT 06904 Real Estate
Judith A. Studer 3003 Summer Street Senior Vice President
Stamford, CT 06904 International Equity Portfolios
Brian Hopkinson 3003 Summer Street Senior Vice President
Stamford, CT 06904 International Equity Portfolios
Michael J. Caufield 3003 Summer Street Senior Vice President
Stamford, CT 06904 Municipal Bonds
James M. Mara 3003 Summer Street Senior Vice President
Stamford, CT 06904 International Private Equities
Each person listed above is a citizen of the United States of America.
<PAGE>
SCHEDULE E TO SCHEDULE 13D
Filed by General Electric Company
GENERAL ELECTRIC COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
<S> <C> <C>
DIRECTORS
- ---------
J.I.Cash, Jr. Harvard Business School Professor of Business
Baker Library 187 Administration-Graduate
Soldiers Field 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 Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman
and Chief Executive Officer,
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 Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive
Jose Luis Lagrange 103, Officer,
Tercero Piso Kimberly-Clark de Mexico,
Colonia Los Morales S.A. de C.V.
Mexico, D.F. 11510, Mexico
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer,
New York, NY 10105 Avon Products, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
E. F. Murphy General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
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
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
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
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
<S> <C> <C>
EXECUTIVE OFFICERS
- ------------------
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and
3135 Easton Turnpike Comptroller
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer
Fairfield, CT 06431
D.L. Calhoun General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44122
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.M. Cote General Electric Company Senior Vice President -
3135 Easton Turnpike GE Appliances
Fairfield, CT 06431
L.S. Edelheit General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
G.S. Malm General Electric Company Senior Vice President -
3135 Easton Turnpike Asia
Fairfield, CT 06431
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
E.F. Murphy General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial
Fairfield, CT 06431 Planning and Analysis
J.D. Opie General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J.G. Rice General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
K.S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
</TABLE>
Each person listed above is a citizen of the United States of America except
C.X. Gonzalez, who is a citizen of Mexico, P. Fresco, who is a citizen of Italy,
Andrea Jung, who is a citizen of Canada and G.S. Malm, who is a citizen of
Sweden
<PAGE>
SCHEDULE F TO SCHEDULE 13D
Filed by General Electric Pension Trust
TRUSTEES OF GENERAL ELECTRIC PENSION TRUST
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADRRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
<S> <C> <C>
TRUSTEES
- --------
Eugene K. Bolton 3003 Summer Street Trustee
Stamford, CT 06904
Michael J. Cosgrove 3003 Summer Street Trustee
Stamford, CT 06904
Jeffrey A. Groh 3003 Summer Street Trustee
Stamford, CT 06904
Ralph R. Layman 3003 Summer Street Trustee
Stamford, CT 06904
Alan M. Lewis 3003 Summer Street Trustee
Stamford, CT 06904
Robert A. MacDougall 3003 Summer Street Trustee
Stamford, CT 06904
John H. Myers 3003 Summer Street Trustee
Stamford, CT 06904
Donald W. Torey 3003 Summer Street Trustee
Stamford, CT 06904
</TABLE>
Each person listed above is a citizen of the United States of America.
<PAGE>
SCHEDULE G TO SCHEDULE 13D
GE CONVICTIONS WITHIN THE PAST FIVE YEARS
1. Her Majesty's Inspectorate of Pollution v. IGE Medical Systems
Limited (St. Albans Magistrates Court, St. Albans, Hertsfordshire, England, Case
No. 04/00320181)
In April, 1994, IGE Medical Systems Limited (IGEMS), a U.K. subsidiary
of GE Medical Systems, discovered the loss of a radioactive barium source at the
Radlett, England facility. The lost source, used to calibrate nuclear camera
detectors, emits a very low level of radiation. IGEMS immediately reported the
loss as required by the U.K. Radioactive Substances Act. An ensuing
investigation, conducted in cooperation with government authorities, failed to
locate the source. On July 21, 1994, Her Majesty's Inspectorate of Pollution
(HMIP) charged IGEMS with violating the Radioactive Substances Act by failing to
comply with a condition of registration. The Act provides that a registrant like
IGEMS, which "does not comply with a limitation or condition subject to which
(it) is so registered ... shall be guilty of (a criminal) offense." Condition 7
of IGEMS' registration states that it "shall so far as is reasonably practicable
prevent ... loss of any registered source."
At the beginning of trial on February 24, 1995, IGEMS entered a guilty
plea and agreed to pay of fine of (pound)5,000 and assessed costs of
(pound)5,754. The prosecutor's presentation focused primarily on the 1991 change
in internal IGEMS procedures and, in particular, the source logging procedure.
The prosecutor complimented IGEMS' investigation and efforts to locate the
source and advised the court that IGEMS had no previous violations of the
Radioactive Substances Act. He also told the court that the Radlett plant had
been highlighted as an exemplary facility to HMIP inspectors as part of their
training. In mitigation, IGEMS emphasized the significant infrastructure and
expense undertaken by IGEMS to provide security for radiation sources and the
significant effort and expense incurred in attempting to locate the missing
source.
<PAGE>
EXHIBIT INDEX
Exhibit No.
Exhibit 1 Joint Filing Agreement by and among National Broadcasting
Company, Inc., National Broadcasting Company Holding, Inc., GE
Investments Subsidiary, Inc., General Electric Investment
Corporation, General Electric Pension Trust and General Electric
Company.
Exhibit 2 Amended and Restated Stock Purchase Agreement by and Among
National Broadcasting Company, Inc., GE Investments
Subsidiary, Inc., and iVillage Inc., incorporated by
reference to Exhibit 10.26 to Amendment No. 4 to Form S-1
Registration Statement of iVillage Inc. (Reg. No. 333-68749)
as filed on March 12, 1999.
Exhibit 3 Letter Agreement by and between National Broadcasting
Company, Inc. and iVillage Inc. incorporated herein by reference
to Exhibit 10.13 to Form S-1 Registration Statement of iVillage
Inc. (Reg. No. 333-68749) as filed on December 11, 1998.
Exhibit 4 Fourth Amended and Restated Stockholders' Agreement dated as
of December 4, 1998, by and among iVillage Inc., the Founders
and each of the Investors identified therein incorporated herein
by reference to Exhibit 10.24 to Form S-1 Registration Statement
of iVillage Inc. (Reg. No. 333-68749) as filed on December 11,
1998.
Exhibit 5 Fourth Amended and Restated Registration Rights Agreement dated
December 4, 1998 by and among iVillage Inc., the Founders and
each of the Investors identified therein, incorporated herein by
reference to Exhibit 10.25 to Form S-1 Registration Statement of
iVillage Inc. (Reg. No. 333-68749) as filed on December 11,
1998.
Exhibit 6 Lock-up Agreement by and between iVillage Inc. and National
Broadcasting Company, Inc., dated February 18, 1999.
Exhibit 7 Lock-up Agreement by and between iVillage Inc. and General
Electric Pension Trust, dated August 24, 1998.
<PAGE>
EXHIBIT 1
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 $.01 per share, of iVillage Inc. is being filed on behalf of
each of the undersigned in accordance with Rule 13d-1 (f) (l) under the
Securities and 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.
Dated: April 9, 1999
NATIONAL BROADCASTING GENERAL ELECTRIC PENSION
COMPANY, INC. TRUST
By: GENERAL ELECTRIC
INVESTEMENT CORPORATION
By: ________________________ Its Investment Manager
Mark W. Begor
Executive Vice President
By: _____________________
Michael M. Pastore
NATIONAL BROADCASTING Vice President
COMPANY HOLDING, INC.
GENERAL ELECTRIC COMPANY
By: _________________________
Mark W. Begor
Treasurer By: __________________________
Mark W. Begor
Vice President
GE INVESTMENTS SUBSIDIARY, INC.
By: _________________________
Michael M. Pastore
Vice President
GENERAL ELECTRIC INVESTMENT
CORPORATION
By: _________________________
Michael Pastore
Vice President
<PAGE>
EXHIBIT 6
NBC LOCK-UP AGREEMENT
February 18, 1999
Goldman, Sachs & Co.
Credit Suisse First Boston Corporation
Hambrecht & Quist LLC
As representatives of the several Underwriters c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs and Mesdames:
This agreement (the "Lock-up Agreement") relates to the
proposed public offering (the "Offering") of the Common Stock, $0.0005 par value
per share (the "Common Stock"), of iVillage Inc., a Delaware corporation (the
"Company").
In connection with the Offering, the Company will enter into an
underwriting agreement (the "Underwriting Agreement") with the several
underwriters listed on Schedule I to the Underwriting Agreement (the
"Underwriters") for whom you are acting as representatives (the
"Representatives").
In consideration of your entering into the Underwriting Agreement, the
undersigned hereby confirms, covenants and agrees that the undersigned will not
(and will not permit any other person, to the extent allowable by la, who holds
of record any of the undersigned's shares of Common Stock, or substantially
similar securities of the Company, to, with respect to the shares so held),
directly or indirectly, sell, offer to sell, contract to sell, grant any option
or warrant for the sale or purchase of, or otherwise dispose of, any shares of
Common Stock, or securities of the Company substantially similar to the Common
Stock, or any such substantially similar securities, whether now owned or
hereinafter acquired, owned by the undersigned or with respect to which the
undersigned has the power of disposition or beneficial ownership (collectively,
the "Shares") for a period of 180 days after the date of the Prospectus (as that
term is defined in the Underwriting Agreement).
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Shares even if such Share should be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any right (including
without limitation any put or call option)( with respect to any of the Shares or
with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the Shares
(i) as a bona fide gift or gifts, provided that the donee or donees thereof
agree to be bound by the restrictions set forth herein, (ii) to any trust for
the direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees to be bound by the
restrictions set forth herein, and provided further that nay such transfer shall
not involve a disposition for value, (iii) to any affiliate of the undersigned,
provided that such affiliate continues during such restricted period to be an
affiliate and agrees to be bound by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for
value or (iv) with the prior written consent of Goldman, Sachs & Co. on behalf
of the Underwriters. For purposes of this Lock-up Agreement, "immediate family"
shall mean any relationship by blood, marriage or adoption, not more remote that
first cousin. For purposes of the Lock-up Agreement, an "affiliate" of the
undersigned shall mean a limited partner, stockholder or a wholly-owned
subsidiary of the undersigned. The undersigned now has, and except as
contemplated by clause (I), (ii), (iii) or (iv) above, for the duration of this
Lock-up Agreement will have, good and marketable title to the Shares, free and
clear of all liens, encumbrances and claims whatsoever. The undersigned also
agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of the Shares except
in compliance with the foregoing restrictions.
The undersigned acknowledges (i) the sufficiency of the consideration
for this Lock-up Agreement and (ii) that the decision, of any, of the
Underwriters to enter into the Underwriting Agreement will be made in part in
reliance upon the undersigned entering into, and abiding by the terms of, this
Lock-up Agreement. The undersigned further acknowledges that this Lock-up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors and assigns.
The undersigned further represents and agrees that he, she or it has
not taken and will not take, directly or indirectly, any action which is
designed to or which has constituted or which might reasonably be expected to
cause or result in stabilization or manipulation of the price of any security of
the Company to facilitate the sale ore resale of the Shares (as such term is
defined in the Underwriting Agreement), or which ahs otherwise constituted or
will constitute any prohibited bid for or purchase of the Shares or any related
securities.
NATIONAL BROADCASTING COMPANY, INC.
By: Martin Yudkovitz
Signature
Martin Yudkovitz
President, NBC Multimedia, Inc.
Print Name of Stockholder
<PAGE>
EXHIBIT 7
GEPT LOCK-UP AGREEMENT
August 24, 1998
Goldman, Sachs & Co.
Credit Suisse First Boston Corporation
Hambrecht & Quist LLC
As representatives of the several Underwriters c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs and Mesdames:
This agreement (the "Lock-up Agreement") relates to the proposed
public offering (the "Offering") of the Common Stock, $0.0005 par value per
share (the "Common Stock"), of iVillage Inc., a Delaware corporation (the
"Company").
In connection with the Offering, the Company will enter into an
underwriting agreement (the "Underwriting Agreement") with the several
underwriters listed on Schedule I to the Underwriting Agreement (the
"Underwriters") for whom you are acting as representatives (the
"Representatives").
In consideration of your entering into the Underwriting Agreement, the
undersigned hereby confirms, covenants and agrees that the undersigned will not
(and will not permit any other person, to the extent allowable by la, who holds
of record any of the undersigned's shares of Common Stock, or substantially
similar securities of the Company, to, with respect to the shares so held),
directly or indirectly, sell, offer to sell, contract to sell, grant any option
or warrant for the sale or purchase of, or otherwise dispose of, any shares of
Common Stock, or securities of the Company substantially similar to the Common
Stock, or any such substantially similar securities, whether now owned or
hereinafter acquired, owned by the undersigned or with respect to which the
undersigned has the power of disposition or beneficial ownership (collectively,
the "Shares") for a period of 180 days after the date of the Prospectus (as that
term is defined in the Underwriting Agreement).
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or reasonably expected to lead to or result in a sale or disposition of the
Shares even if such Share should be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any right (including
without limitation any put or call option)( with respect to any of the Shares or
with respect to any security that includes, relates to, or derives any
significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the Shares
(i) as a bona fide gift or gifts, provided that the donee or donees thereof
agree to be bound by the restrictions set forth herein, (ii) to any trust for
the direct or indirect benefit of the undersigned or the immediate family of the
undersigned, provided that the trustee of the trust agrees to be bound by the
restrictions set forth herein, and provided further that nay such transfer shall
not involve a disposition for value, (iii) to any affiliate of the undersigned,
provided that such affiliate continues during such restricted period to be an
affiliate and agrees to be bound by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for
value or (iv) with the prior written consent of Goldman, Sachs & Co. on behalf
of the Underwriters. For purposes of this Lock-up Agreement, "immediate family"
shall mean any relationship by blood, marriage or adoption, not more remote that
first cousin. For purposes of the Lock-up Agreement, an "affiliate" of the
undersigned shall mean a limited partner, stockholder or a wholly-owned
subsidiary of the undersigned. The undersigned now has, and except as
contemplated by clause (I), (ii), (iii) or (iv) above, for the duration of this
Lock-up Agreement will have, good and marketable title to the Shares, free and
clear of all liens, encumbrances and claims whatsoever. The undersigned also
agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of the Shares except
in compliance with the foregoing restrictions.
The undersigned acknowledges (i) the sufficiency of the consideration
for this Lock-up Agreement and (ii) that the decision, of any, of the
Underwriters to enter into the Underwriting Agreement will be made in part in
reliance upon the undersigned entering into, and abiding by the terms of, this
Lock-up Agreement. The undersigned further acknowledges that this Lock-up
Agreement is irrevocable and shall be binding upon the undersigned's heirs,
legal representatives, successors and assigns.
The undersigned further represents and agrees that he, she or it has
not taken and will not take, directly or indirectly, any action which is
designed to or which has constituted or which might reasonably be expected to
cause or result in stabilization or manipulation of the price of any security of
the Company to facilitate the sale ore resale of the Shares (as such term is
defined in the Underwriting Agreement), or which ahs otherwise constituted or
will constitute any prohibited bid for or purchase of the Shares or any related
securities.
Michael M. Pastore
Signature: Michael M. Pastore, Vice President
GENERAL ELECTRIC PENSION TRUST
By: General Electric Investment Corporation,
its Investment Manager
Print Name of Stockholder
