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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) April 8, 1998
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NATIONAL MEDIA CORPORATION
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(Exact name of registrant as specified in charter)
Delaware I-6715 13-2658741
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(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
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 215-988-4600
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N/A
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(Former name or former address, if changed since last report.)
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Exhibit Index appears on Page 4 hereof.
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Item 5. Other Events.
On April 8, 1998, National Media Corporation ("National Media") and
ValueVision International, Inc. ("ValueVision") announced that ValueVision
has received preliminary notification from holders of more than 5% of
ValueVision's common stock that they intend to exercise their dissenter's
rights with respect to the proposed merger of National Media and ValueVision.
ValueVision further reported that it has advised National Media that it does
not intend to waive the merger agreement condition to closing requiring that
holders of not more than 5% of the shares of ValueVision common stock have
demanded their dissenter's rights. ValueVision and National Media had
previously scheduled April 14, 1998 special meetings of their shareholders to
vote on the proposed merger. In light of receipt of the dissenters' notice,
the companies have mutually agreed to postpone their respective shareholder
meetings while the companies attempt to renegotiate a restructuring of the
proposed merger that is acceptable to each of the companies and in the best
interest of their shareholders.
A copy of the press release announcing the postponement of the special
meetings of shareholders of National Media and ValueVision 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 April 8, 1998.
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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: April 9, 1998 By: /s/ Brian J. Sisko
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Name: Brian J. Sisko
Title: Senior Vice President and General Counsel
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EXHIBIT INDEX
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No.
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99 Press Release, dated April 8, 1998, of National Media Corporation and
ValueVision.
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EXHIBIT 99
VALUEVISION AND NATIONAL MEDIA ANNOUNCE POSTPONEMENT OF
SHAREHOLDER MEETINGS IN LIGHT OF
VALUEVISION DISSENTING SHAREHOLDERS
MINNEAPOLIS, MN and PHILADELPHIA, PA - April 8, 1998 - ValueVision
International, Inc. (Nasdaq:VVTV), an integrated electronic and print media
direct marketing company and the nation's third- largest television home
shopping network, and National Media Corporation (NYSE:NM), the world's
largest publicly-held infomercial direct marketing company, today reported
that ValueVision has received preliminary notification from holders of more
than 5% of ValueVision's common stock that they intend to exercise their
dissenter's rights with respect tot he proposed merger of ValueVision and
National Media. ValueVision further reported that it has advised National
Media that it does not intend to waive the merger agreement condition to
closing requiring that holders of not more than 5% of the shares of
ValueVision common stock have demanded their dissenter's rights. ValueVision
and National Media had previously scheduled April 14, 1998 special meetings
of their shareholders to vote on the proposed merger. In light of the receipt
of the dissenters' notice, the companies have mutually agreed to postpone
their respective shareholder meetings while the companies attempt to
negotiate a restructuring of the proposed merger that is acceptable to each
of the companies and in the best interest of their shareholders.
(Note: The Private Securities Litigation Reform Act of 1995 provides a
"safe-harbor" for forward-looking statements. Certain information included in
this news release contains statements that are forward-looking, such as
statement relating to the consummation of the merger between ValueVision and
National Media Corporation. Investors are cautioned that all forward-looking
statements involve risks and uncertainty, including the possibility that
acceptable terms will not be reached, or that if reached, approval of the
shareholders of both companies will not be obtained so that the merger will not
be consummated. For more information on the potential factors that could affect
the companies, investors should refer to the companies' filings with the
Securities and Exchange Commission, including the companies' joint proxy
statement dated March 16, 1998, and their annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K.)
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Contacts:
Stuart R. Romenesko John J. Sullivan Jeff Majtyka
Senior Vice President, Finance Senior Vice President and Ryan Barr
and Chief Financial Officer Chief Financial Officer Brainerd Communicators, Inc.
ValueVision International, Inc. National Media Corporation 212-986-6667
612-947-5207 215-988-4600
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