<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No 1)/1/
Transmedia Network Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $.02 par value
________________________________________________________________________________
(Title of Class of Securities)
893767103
________________________________________________________________________________
(CUSIP Number)
Minotaur Partners II, L.P.
150 South Wacker Drive, Suite 470
Chicago, Illinois 60606
Attention: E. Finnegan
(312) 621-9000
with a copy to:
Michael Altman
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 23, 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 Rule 13d-1(b)(3) or (4), check the following box. [_]
/1/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>
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1
ValueVision International, Inc.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS:
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Minnesota
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
657,534(1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY none (1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 657,534(1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
none (1)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
657,534(1)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
(1) The Reporting Person is a party to the Co-Sale and Voting Agreement dated
as of April 28, 2000 and the Investment Agreement dated as of April 28,
2000, which contains provisions restricting the rights of the Reporting
Person and other persons to vote and dispose of Shares. (See Items 4 and 5
herein and Item 6 in the Original Schedule 13D as defined herein)
<PAGE>
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1
Raymond Bank
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
32,877 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY none (1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
32,877 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
none (1)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
32,877 (1)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.2%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
(1) The Reporting Person is a party to the Co-Sale and Voting Agreement dated
as of April 28, 2000 and the Investment Agreement dated as of April 28,
2000, which contains provisions restricting the rights of the Reporting
Person and other persons to vote and dispose of Shares. (See Items 4 and 5
herein and Item 6 in the Original Schedule 13D as defined herein)
<PAGE>
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1
Dominic Mangone
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
PF
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Citizen of United States of America
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
338,767 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY none (1)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
338,767 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
none (1)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
338,767 (1)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.8%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
------------------------------------------------------------------------------
(1) The Reporting Person is a party to the Co-Sale and Voting Agreement dated
as of April 28, 2000 and the Investment Agreement dated as of April 28,
2000, which contains provisions restricting the rights of the Reporting
Person and other persons to vote and dispose of Shares. (See Items 4 and 5
herein and Item 6 in the Original Schedule 13D as defined herein)
<PAGE>
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1
Minotaur Partners II, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
3,583,563 (1) (2)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY none (1) (2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,583,563 (1) (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
none (1) (2)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,583,563 (1) (2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON:
14
PN
------------------------------------------------------------------------------
(1) The Reporting Person is a party to the Co-Sale and Voting Agreement dated
as of April 28, 2000 and the Investment Agreement dated as of April 28,
2000, which contains provisions restricting the rights of the Reporting
Person and other persons to vote and dispose of Shares. (See Items 4 and 5
herein and Item 6 in the Original Schedule 13D)
(2) Power is exercised through its sole general partner, Minotaur Partners II,
L.L.C.
<PAGE>
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1
Minotaur Partners II, L.L.C.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
none
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,583,563 (1) (2) (3)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
none
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,583,563 (1) (2) (3)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,583,563 (1) (2) (3)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON: CO
14
------------------------------------------------------------------------------
(1) Solely in its capacity as the general partner of Minotaur Partners II, L.P.
(2) Minotaur Partners II, LP is a party to the Co-Sale and Voting
Agreement dated as of April 28, 2000 and the Investment Agreement
dated as of April 28, 2000. (See Items 4 and 5 herein and Item 6 in
the Original Schedule 13D)
(3) Power is exercised through its sole manager, Minotaur Partners II, Inc.
<PAGE>
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1
Minotaur Partners II, Inc.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f)
5 [_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
none
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,583,563 (1) (2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
none
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,583,563 (1) (2)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,583,563 (1) (2)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[X]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.6%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
CO
------------------------------------------------------------------------------
(1) Solely in its capacity as the manager of the general partner of
Minotaur Partners II, L.P.
(2) Minotaur Partners II, LP is a party to the Co-Sale and Voting
Agreement dated as of April 28, 2000 and the Investment Agreement
dated as of April 28, 2000. (See Items 4 and 5 herein and Item 6 in
the Original Schedule 13D as defined herein).
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement constitutes Amendment No. 1 to the Statement on Schedule 13D
(the "Original Schedule 13D") filed with the Securities Exchange Commission
("SEC") on May 8, 2000 and relates to the shares of common stock, par value $.02
per share (the "Common Stock") of Transmedia Network Inc. (the "Issuer") having
its principal executive office at 11900 Biscayne Boulevard, Miami, Florida,
33181. Unless otherwise stated herein, the Original Schedule 13D, as previously
amended, remains in full force and effect. Terms used herein and not defined
herein shall have the meanings ascribed thereto in the Original Schedule 13D.
Item 4. Purpose of Transaction.
----------------------
Item 4 is amended and restated as follows:
Pursuant to a Stock Purchase and Sale Agreement dated as of April 28, 2000
(the "Stock Purchase Agreement") by and among each Purchaser and the Issuer, on
May 1, 2000 (the "First Closing"), the Purchasers acquired (i) 904,303 newly
issued shares of Common Stock in the aggregate (the "First Tranche Shares") and
(ii) immediately exercisable warrants to purchase an additional 1,808,606 shares
of Common Stock in the aggregate (the "First Tranche Warrant Shares") for an
aggregate purchase price of $4,125,882.
In connection with the Stock Purchase Agreement, the Purchasers also agreed
to acquire for an aggregate purchase price of $2,874,120, a total of (i) 629,944
newly issued shares of the Common Stock (the "Second Tranche Shares" and
together with the First Tranche Shares, the "Shares") and (ii) warrants to
purchase an additional 1,259,888 shares of Common Stock (the "Second Tranche
Warrant Shares" and together with the First Tranche Warrant Shares, the "Warrant
Shares"). The closing of the purchase of the Second Tranche Shares and the
warrants for the Second Tranche Warrant Shares ("Second Closing") was subject to
the satisfaction of certain conditions precedent, including the approval by the
Issuer's stockholders of the issuance and sale of the Second Tranche Shares and
the warrants to acquire Second Tranche Shares. The Stock Purchase Agreement is
attached to the Original Schedule 13D as Exhibit 1 and is incorporated herein by
reference.
On August 23, 2000, as well as satisfaction of certain conditions
precedent, the Purchasers acquired (i) 629,944 newly issued Second Tranche
Shares and (ii) immediately exercisable warrants to purchase an additional
1,259,888 Second Tranche Shares. The aggregate number of the Shares and Warrant
Shares subject to warrants purchased by each Purchaser is set forth with respect
to such Purchasers in Item 5 of this Statement.
The Purchasers' acquisition of Shares and Warrant Shares was effected for
the purpose of investing in the Issuer.
The exercise price of each warrant to purchase Warrant Shares is equal to a
specified price (the "Exercise Price") multiplied by the number of shares of
Common Stock that the holder thereof is then purchasing upon exercise of the
warrant. The Exercise Price is $5.93125 per share for one-half of the Warrant
Shares subject to each warrant and $7.30 per share for the other one-half of the
Warrant Shares subject to each warrant. Each warrant may be exercised at any
time after its issuance and will expire on the fifth anniversary of its
issuance. The form of the warrants is attached to the Original Schedule 13D as
Exhibit 2 and is incorporated herein by reference.
In connection with the transactions which are the subject of this
Statement, the Purchasers and the Issuer have also entered into an Investment
Agreement dated as of April 28, 2000 (the "Investment Agreement"), which
contains agreements as to certain aspects of the relationship between the
Purchasers and the Issuer. The Investment Agreement is attached to the Original
Schedule 13D as Exhibit 3 and is incorporated herein by reference.
<PAGE>
Pursuant to the Investment Agreement, the Purchasers agreed that the
Purchaser Group (as defined herein) will not take any of the following actions
prior to the fifth anniversary of the date of the Second Closing (the "Effective
Date"), without the approval of a majority of the Issuer's disinterested
directors, subject to specified limited exceptions: (a) increase their ownership
of Voting Securities (as defined herein) beyond the combined voting power of all
Voting Securities represented by the Shares and the Warrant Shares; provided,
however, that the foregoing limitation shall not prohibit certain purchases of
Voting Securities directly from the Issuer and certain repurchases of Voting
Securities by the Issuer; (b) solicit proxies, assist any other person in the
solicitation of proxies, become a "participant" in a "solicitation" or assist
any such "participant" (as such terms are defined in Rule 14a-1 of Regulation
14A under the Securities Exchange Act of 1934, as amended) in opposition to the
recommendation of a majority of disinterested directors, or submit any proposal
for the vote of Issuer's stockholders; (c) form, join or participate in any
other way in a partnership, pooling agreement, syndicate, voting trust or other
"group", or enter into any agreement or arrangement or otherwise act in concert
with any other person, for the purpose of acquiring, holding, voting or
disposing of Voting Securities of the Issuer; provided, however, that the
members of the Purchaser Group may engage in any of such activities among
themselves and with any stockholder of the Issuer who is a party to the Co-Sale
and Voting Agreement (as summarized in Item 6 in the Original Schedule 13D); or
(d) engage in certain specified takeover actions or take any other actions,
alone or in concert with any other person, to seek control of the Issuer.
For purposes of this Statement "Purchaser Group" means (i) MP II, (ii)
ValueVision, (iii) Mangone, (iv) Bank, (v) any partner or member of MP II, (vi)
any affiliate of MP II, ValueVision, Mangone or Bank, (vii) any affiliate of any
partner or member of MP II under control of, or common control with, any such
partner or member, (viii) any family members of Mangone or Bank, (ix) any trusts
established for the benefit of any family members of Mangone or Bank and (x) any
corporations, partnerships, limited liability companies or other legal entities
that are the affiliates of any of the foregoing. For purposes of this
Statement, "Voting Securities" means, Common Stock, Series A Preferred Stock,
any other preferred stock of the Issuer that is entitled to vote generally for
the election of directors, any other class or series of Issuer securities that
is entitled to vote generally for the election of directors and any other
securities, warrants, options or rights of any nature (whether or not issued by
the Issuer) that are convertible into, exchangeable for, or exercisable for the
purchase of, or otherwise give the holder thereof any rights in respect of
Common Stock, Series A Preferred Stock, any other Issuer preferred stock that is
entitled to vote generally for the election of directors, or any other class or
series of Issuer securities that is entitled to vote generally for the election
of directors.
Pursuant to the Investment Agreement, so long as Purchasers beneficially
own at least 5 percent (5%) of the combined voting power of the Issuer's Voting
Securities, MP II is entitled to designate one representative, reasonably
acceptable to the independent directors of the Issuer, to serve on the board of
directors ("Board"). Pursuant to the forgoing, William A. Lederer was appointed
a director of the Company as of the date of the First Closing.
Pursuant to the Investment Agreement, the Purchasers agreed that, except to
the extent otherwise provided in the Investment Agreement, the Purchasers would
vote their Voting Securities with respect to the election or removal of
directors of the Issuer in accordance with the recommendations of a majority of
the disinterested directors of the Issuer, provided that the Purchasers may vote
in favor of the election or retention of the director designated by MP II as
described in the preceding paragraph.
Pursuant to the Investment Agreement and subject to certain exceptions, the
Issuer granted to the Purchasers and certain other parties certain shelf
registration rights in connection with certain permitted sales of shares of
Common Stock. In particular, the Issuer agreed to prepare and file with the SEC
a shelf registration statement (which shall include pledgees of any selling
stockholder) with respect to all Shares and Warrant Shares as soon as
practicable after the Effective Date, and to use its reasonable efforts to cause
such shelf registration statement to become effective and keep such registration
statement effective until such time as all Shares and Warrant Shares have been
sold or otherwise disposed of. The purpose of
<PAGE>
any such shelf registration put in effect pursuant to the Investment Agreement
is to facilitate each Purchaser's ability to margin its stock and does not
represent any present intention on behalf of any Purchaser to dispose of any
Shares or Warrant Shares to be covered thereby.
The summaries contained in this Statement of certain provisions of each of
the Stock Purchase Agreement, the warrants and the Investment Agreement are not
intended to be complete and are qualified in their entirety by reference to each
respective document either attached hereto or as an Exhibit to the Original
Schedule 13D and incorporated herein by reference.
Each Purchaser intends to continue to review its investment in Common Stock
and, subject to the limitations of the Investment Agreement described above,
from time to time depending upon certain factors, including without limitation
the financial performance of the Issuer, the availability and price of shares of
Common Stock and other general market and investment conditions, may determine
to acquire through open market purchases or otherwise additional shares of
Common Stock, or may determine to sell through the open market or otherwise.
Except as stated above, none of the Purchasers has any plans or proposals
of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D,
as promulgated by the Securities and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is amended and restated as follows:
(a) and (b) To the best knowledge of the Purchasers, there were 14,536,992
shares of Common Stock outstanding as of August 8, 2000, as reported in the
Issuer's 10Q filed for the quarter period ended June 30, 2000, which was prior
to the issuance of the 629,944 Second Tranche Shares. As of the date hereof,
the Purchasers beneficially own 4,602,741 shares of Common Stock (assuming
exercise in full of the warrants into Warrant Shares), representing
approximately 25.2% of the Common Stock issued and outstanding. As of the date
hereof and subject to the limitations of the Investment Agreement and the Co-
Sale Agreement described in Item 6 of the Original Schedule 13D, each Purchaser
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares owned by such Purchaser.
MPII
----
Including Warrant Shares into which currently exercisable warrants could be
exercised, MPII has the sole power to vote, to direct the vote, to dispose, and
to direct the disposition with respect to 3,583,563 shares of Common Stock
(assuming exercise in full of the warrants into Warrant Shares) of the Issuer,
which constitutes approximately 19.6 % of the Issuer's total issued and
outstanding shares. Such power is subject to agreements with respect to voting
and disposition set out in the Stock Purchase Agreement, the Investment
Agreement and the Co-Sale Agreement (see Item 6 in the Original Schedule 13D).
MPLLC
-----
Because of its position as the sole general partner of MPII, MPLLC may,
pursuant to Rule 13d-3 of the Act, be deemed to be beneficial owner of the
Shares and Warrant Shares owned by MPII.
MPCorp
------
Because of its position as the sole manager of MPLLC, MPCorp may, pursuant
to Rule 13d-3 of the Act, be deemed to be beneficial owner of the Shares and
Warrant Shares owned by MPII.
<PAGE>
ValueVision
-----------
Including Warrant Shares as to which warrants could be currently exercised,
ValueVision has the sole power to vote, to direct the vote, to dispose, and to
direct the disposition with respect to 657,534 shares of Common Stock (assuming
exercise in full of the warrants into Warrant Shares), which constitutes
approximately 3.6% of the total issued and outstanding shares of the Issuer.
Such power subject to agreements with respect to voting and disposition set out
in the Stock Purchase Agreement, the Investment Agreement and the Co-Sale
Agreement (see Item 6 in the Original Schedule 13D).
Bank
----
Including Warrant Shares into which currently exercisable warrants could be
exercised, Bank has the sole power to vote, to direct the vote, to dispose, and
to direct the disposition with respect to 32,877 shares of Common Stock
(assuming exercise in full of the warrants into Warrant Shares), which
constitutes approximately 0.2% of the total issued and outstanding shares of the
Issuer. Such power is subject to agreements with respect to voting and
disposition set out in the Stock Purchase Agreement, the Investment Agreement
and the Co-Sale Agreement (see Item 6 in the Original Schedule 13D).
Mangone
-------
Mangone owned 10,000 shares of Common Stock prior to the First Closing.
Including Warrant Shares into which currently exercisable warrants could be
exercised, Mangone has the sole power to vote, to direct the vote, to dispose ,
and to direct the disposition with respect to 338,767 shares of Common Stock
(assuming exercise in full of the warrants into Warrant Shares), which
constitutes approximately 1.8 % of the total issued and outstanding shares of
the Issuer. Such power is subject to agreements with respect to voting and
disposition set out in the Stock Purchase Agreement, the Investment Agreement
and the Co-Sale Agreement (see Item 6 in the Original Schedule 13D).
In addition to the foregoing, because the Purchasers are parties to the Co-
Sale and Voting Agreement (described in Item 6 in the Original Schedule 13D) the
Reporting Persons may, pursuant to Rule 13d-3 under the Securities Exchange Act
of 1934 as amended, be deemed to be members of a "group" that includes Samstock,
LLC, a Delaware limited liability company ("Samstock"), another shareholder of
the Issuer, and therefore to jointly beneficially own 8,416,802 shares of the
Issuer held by Samstock. The existence of any such "group" is not acknowledged
by the Purchasers.
At the date hereof, neither the Purchasers, nor to the best knowledge of
the Purchasers, any of the directors or officers of MPCorp or ValueVision owns
any shares of Common Stock other than shares of Common Stock beneficially owned
by the Purchasers, as described herein, of which one or more of such other
persons may be deemed to have beneficial ownership pursuant to Rule 13d-3 of the
Exchange Act.
(c) During the last sixty days, the only transactions in the Common Stock
effected by the Reporting Persons, to the best knowledge of the
Reporting Persons, by any of the directors or officers of MPCorp or
ValueVision, were the transactions occurring on the Second Closing as
described in Item 4 hereof.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
shares owned by the Purchasers.
(e) Not applicable.
<PAGE>
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit Document Description
------- --------------------
A Agreement Pursuant to Rule 13d-1 (k) (1) (iii)
<PAGE>
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: August 23, 2000
MINOTAUR PARTNERS II, L.P.
/s/ Dominic Mangone
------------------------------- By: Minotaur Partners II, L.L.C.
DOMINIC MANGONE Its: General Partner
By: Minotaur Partners II, Inc.
Its: Manager
/s/ Raymond Bank By: /s/ Edward Finnegan
------------------------------- ------------------------------
RAYMOND BANK Edward Finnegan
Its: Principal
MINOTAUR PARTNERS II, L.L.C.
By: Minotaur Partners II, Inc.
Its: Manager
By: /s/ Edward Finnegan
------------------------------
Edward Finnegan
Its: Principal
MINOTAUR PARTNERS II, INC.
By: /s/ Edward Finnegan
------------------------------
Edward Finnegan
Its: Principal
VALUEVISION INTERNATIONAL, INC.
By: /s/ Nathan E. Fagre
-------------------------------
Nathan E. Fagre
Its: Senior Vice President and General
Counsel
<PAGE>
EXHIBIT A
Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth herein below.
Dated: August 23, 2000
/s/ Dominic Mangone MINOTAUR PARTNERS II, L.P.
-------------------------
DOMINIC MANGONE By: Minotaur Partners II, L.L.C.
Its: General Partner
By: Minotaur Partners II, Inc.
Its: Manager
/s/ Raymond Bank By: /s/ Edward Finnegan
------------------------- ----------------------------
RAYMOND BANK Edward Finnegan
Its: Principal
MINOTAUR PARTNERS II, L.L.C.
By: Minotaur Partners II, Inc.
Its: Manager
By: /s/ Edward Finnegan
------------------------------
Edward Finnegan
Its: Principal
MINOTAUR PARTNERS II, INC.
By: /s/ Edward Finnegan
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Edward Finnegan
Its: Principal
VALUEVISION INTERNATIONAL, INC.
By: /s/ Nathan E. Fagre
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Nathan E. Fagre
Its: Senior Vice President and General
Counsel
