UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Information to Be Included in Statements Filed Pursuant
To Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
(Amendment No. 2 )<F1>
ValueVision International, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
92047K107
(CUSIP Number)
Nancy E. Barton, Esq., General Electric Capital Corporation,
260 Long Ridge Road, Stamford, Connecticut 06927 (203) 357-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 6, 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(b)(3) or (4), 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 Rule 13d-7(b) for
other parties to whom copies are to be sent.
<F1> 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 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>
SCHEDULE 13D/A
CUSIP No. 92047K107 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GE CAPITAL EQUITY INVESTMENTS, INC. 06-1468495
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS<F1>
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
SHARES -0-
BENE- 8 SHARED VOTING POWER
FICIALLY
OWNED BY 16,213,918
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 10 SHARED DISPOSITIVE POWER
16,213,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,213,918
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES<F1>
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1%
14 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92047K107 Page 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NATIONAL BROADCASTING COMPANY, INC. 14-1682529
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS<F1>
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
SHARES -0-
BENE- 8 SHARED VOTING POWER
FICIALLY
OWNED BY 16,213,918
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 10 SHARED DISPOSITIVE POWER
16,213,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,213,918
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES<F1>
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1%
14 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92047K107 Page 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL CORPORATION 13-1500700
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS<F1>
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
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENE- 8 SHARED VOTING POWER
FICIALLY
OWNED BY 16,213,918
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH 10 SHARED DISPOSITIVE POWER
16,213,918
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,213,918
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES<F1>
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.1%
14 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92047K107 Page 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC CAPITAL SERVICES, INC. 06-1109503
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS<F1>
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
SHARES Disclaimed (see 11 below)
BENE- 8 SHARED VOTING POWER
FICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON Disclaimed (see 11 below)
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial Ownership of all Shares disclaimed by General Electric
Capital Services, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES<F1>
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable (see 11 above)
14 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92047K107 Page 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GENERAL ELECTRIC COMPANY 14-0689340
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS<F1>
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
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES Disclaimed (see 11 below)
BENE- 8 SHARED VOTING POWER
FICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON Disclaimed (see 11 below)
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial Ownership of all Shares disclaimed by General Electric
Company
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES<F1>
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable (see 11 above)
14 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 92047K107 Page 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NATIONAL BROADCASTING COMPANY HOLDING, INC. 13-3448662
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS<F1>
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
SHARES Disclaimed (see 11 below)
BENE- 8 SHARED VOTING POWER
FICIALLY
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON Disclaimed (see 11 below)
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial Ownership of all Shares disclaimed by National
Broadcasting Company Holding, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES<F1>
/x/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable (see 11 above)
14 TYPE OF REPORTING PERSON<F1>
CO
<F1>SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP 92047K107
AMENDMENT NO. 2
TO
SCHEDULE 13D
This Amendment No. 2 (this "Amendment") amends the Schedule 13D
filed on April 26, 1999, as amended by Amendment No. 1 filed on June 3, 1999
(as so amended, the "Schedule 13D"), which relates to shares of common stock,
par value $0.01 per share, of ValueVision International, Inc., a Minnesota
corporation. Capitalized terms used herein but not defined shall have the
meanings attributed to them in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
On July 6, 1999, GECEI exercised the Investment Warrant to obtain
10,674,418 shares of Common Stock at an exercise price per share of $16.71
for aggregate cash consideration totaling $178,369,524.78. The source of
funds used to purchase such shares of Common Stock was the working capital of
GECEI.
Item 5. Interest in Securities of the Issuer
The responses of the Reporting Persons on Rows (11) through (13) of
the cover pages of this Amendment are incorporated herein by reference. As
of July 6, 1999, the Reporting Persons owned (i) 10,674,418 shares of Common
Stock of the Company, (ii) 5,339,500 shares of Preferred Stock, which are
convertible into 5,339,500 shares of Common Stock and (iii) the Distributor
Warrant, which is currently exercisable for 200,000 shares of Common Stock
(which securities do not include the 1,250,000 additional shares of Common
Stock subject to the Distributor Warrant for which the Distributor Warrant is
not yet exercisable and any shares of Common Stock issuable upon future
exercise of the Investment Warrant in the event the Company increases the
number of shares of Common Stock). Accordingly, as of July 6, 1999, GECEI
and NBC, and GE Capital, by virtue of its ownership of all the Common Stock
of GECEI, may be deemed to have joint beneficial ownership of 16,213,918
shares of Common Stock. The Company has informed the Reporting Persons that
on July 6, 1999, the Company had 36,979,718 shares of Common Stock issued and
outstanding (including the 10,674,418 shares issued to the Reporting Persons
on such date). Accordingly, as of the date hereof, GECEI and NBC, and GE
Capital, by virtue of its ownership of all the Common Stock of GECEI, may be
deemed to have joint beneficial ownership of 38.1% of the outstanding shares
of Common Stock, assuming (i) issuance of 5,339,500 shares of Common Stock
upon conversion of the Preferred Shares and (ii) the exercise of the
Distributor Warrant with respect to 200,000 shares of Common Stock.
<PAGE>
CUSIP 92047K107
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.
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
---------------------------------------
Name: Michael E. Pralle
Title: President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
---------------------------------------
Name: Michael E. Pralle
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
---------------------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
---------------------------------------
Name: Michael E. Pralle
Title: Attorney-in-fact
<PAGE>
CUSIP 92047K107
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark Begor
---------------------------------------
Name: Mark Begor
Title: Executive Vice President
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Mark Begor
---------------------------------------
Name: Mark Begor
Title: Treasurer
Dated: July 7, 1999
