NATIONAL MEDIA CORP
8-K, 1998-06-03
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


    Date of Report (Date of earliest event reported)      June 1, 1998
                                                     ----------------------



                           NATIONAL MEDIA CORPORATION
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



         Delaware                     I-6715                    13-2658741
- -----------------------        ------------------------    ---------------------
(State or Other Juris-         (Commission File Number)    (IRS Employer Identi-
 diction of Incorporation)                                  fication No.)


Eleven Penn Center, Ste. 1100, 1835 Market Street, Philadelphia, PA     19103
- -------------------------------------------------------------------   ---------
(Address of principle executive offices)                              (Zip Code)


Registrant's telephone number, including area code    215-988-4600
                                                      ------------

                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report.)

                  ---------------------------------------------

                     Exhibit Index appears on Page 4 hereof.


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Item 5. Other Events.

         On June 2, 1998, National Media Corporation announced that it had
mutually terminated its merger agreement with ValueVision International, Inc. on
June 1, 1998, the outside agreement date originally established in the merger
agreement, since the parties had not reached terms on a revised agreement. A
copy of the press release announcing the termination of the merger agreement is
attached hereto as Exhibit 99 and incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)   Exhibits

         99    Press Release, dated June 2, 1998.


                                       2

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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                               NATIONAL MEDIA CORPORATION
                               (Registrant)


Date: June 2, 1998          By: /s/ Brian J. Sisko
                               -------------------
                               Name:  Brian J. Sisko
                               Title: Senior Vice President and General Counsel


                                       3

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                                  EXHIBIT INDEX

No.
- ---

99    Press Release, dated June 2, 1998, of National Media Corporation.

                                       4


<PAGE>


                                                                      EXHIBIT 99



            National Media and ValueVision Terminate Merger Agreement

         PHILADELPHIA, June 2 /PRNewswire/ - - National Media Corporation 
(NYSE:NM) today announced that it had mutually terminated its merger 
agreement with ValueVision International, Inc. (Nasdaq: VVTV) on June 1, 
1998, the outside agreement date originally established, since the parties 
had not reached terms on a revised agreement.

         As previously announced, the companies had been attempting to
renegotiate merger terms since April 8, 1998, after a group of ValueVision
shareholders rejected the original merger terms and announced their intent to
exercise dissenter's rights under Minnesota law.

         Management at National Media Corporation also said that due to the
lengthy period since the original merger was announced (January 5, 1998) it was
in the best interest of its shareholders to terminate the old agreement and
allow other potentially interested parties to make a proposal, free of the
non-solicitation and break-up provisions of the former agreement. The company
has been informally advised of such outside interest by other parties.

         Robert N. Verratti, Chief Executive Officer of National Media
Corporation, said, "While we continue discussions and may yet reach an equitable
agreement with ValueVision, the National Media Board of Directors felt it was
important to open a window to allow for other potential interested parties to
negotiate freely with the company."

         National Media Corporation is the world's largest publicly held
transactional television programming company and brings its programming to more
than 370 million television households in more than 70 countries worldwide.

         This press release contains forward-looking statements. The Company
wishes to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and is including this statement for the
purpose of availing itself of such provisions. Examples of forward-looking
statements include, but are not limited to, (i) projections of revenues, income
or loss, profitability, earnings or loss per share and other financial
indicators, (ii) statements of plans or objectives of the Company's management
or Board of Directors, (iii) statements about potential strategic partners and
(iv) other statements about the Company or the infomercial industry.

         To request press releases on National Media Corporation, please contact
PR Newswire at 800- 758-5804, ext. 604644.

SOURCE            National Media Corporation
          -0-                                         06/02/98
          /CONTACT: Bruce Boyle, Director of Investor Relations of National
          Media, 215-988-4641/ /Company News On-Call: http://www.prnewswire.com
          or fax, 800-758-5804, ext. 604644/ (NM VVTV)







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