UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___ )
Value Vision International, Inc.
------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
------------------------------------------------------------------
(Title of Class of Securities)
92047K107
-------------------------------------
(CUSIP Number)
*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 the disclosures provided
in a prior cover page.
The information required in 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).
CUSIP NO. 92047K107<PAGE>
<PAGE>
1 NAME OF REPORTING PERSON
Merchant Partners, Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH None
7 SOLE DISPOSITIVE POWER
1,526,414 (1)
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Power is exercised through its sole general partner, Merchant
Advisors, Limited Partnership, a Delaware limited
partnership.<PAGE>
<PAGE>
1 NAME OF REPORTING PERSON
Merchant Advisors, Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH None
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,526,414 (1)(2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Solely in its capacity as the sole general partner of
Merchant Partners, Limited Partnership, a Delaware limited
partnership.
(2) Power is exercised through its sole general partner, Merchant
Development Corp., a Delaware corporation.<PAGE>
<PAGE>
1 NAME OF REPORTING PERSON
Merchant Development Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH None
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,526,414 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
12 TYPE OF REPORTING PERSON (See Instructions)
PN
(1) Solely in its capacity as the sole general partner of
Merchant Advisors, Limited Partnership, a Delaware limited
partnership, which is the sole general partner of Merchant
Partners, Limited Partnership, a Delaware limited
partnership.<PAGE>
<PAGE>
1 NAME OF REPORTING PERSON
Dominic M. Mangone
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH None
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,526,414 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Solely in his capacity as one of the two directors and an
executive officer and shareholder of Merchant Development
Corp., a Delaware corporation, and the sole general partner of
Merchant Advisors, Limited Partnership, which is the sole
general partner of Merchant Partners, Limited Partnership. <PAGE>
<PAGE>
1 NAME OF REPORTING PERSON
Raymond L. Bank
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
-----
(b) X
-----
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF SHARES None
BENEFICIALLY OWNED
BY EACH REPORTING 6 SHARED VOTING POWER
PERSON WITH None
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
1,526,414 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,526,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
(1) Solely in his capacity as one of the two directors and an
executive officer and shareholder of Merchant Development
Corp., a Delaware corporation, and the sole general partner
of Merchant Advisors, Limited Partnership, which is the sole
general partner of Merchant Partners, Limited Partnership.<PAGE>
<PAGE>
ITEM 1 (A) NAME OF ISSUER:
ValueVision International, Inc.
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6740 Shady Oak Road
Eden Prairie, MN 55344-3433
ITEM 2 (A) NAME OF PERSON FILING:
The names of the persons filing this statement (the
"Reporting Persons") are Merchant Partners, Limited Partnership
("Merchant"), Merchant Advisors, Limited Partnership ("Advisors"),
Merchant Development Corp., ("Development"), Dominic M. Mangone
("Mr. Mangone") and Raymond L. Bank ("Mr. Bank").
ITEM 2 (B) ADDRESS OF PRINCIPAL OFFICE:
The address of the principal office of each of Merchant,
Advisors, and Development is 9690 Deereco Road, Timonium, Maryland
21093. Mr. Mangone's principal business address is 6 North 271
James Court, Medinah, Illinois 60157. Mr. Bank's principal
business address is 9690 Deereco Road, Timonium, Maryland 21093.
ITEM 2 (C) CITIZENSHIP:
Merchant and Advisors are Delaware limited partnerships.
Development is a Delaware corporation. Mr. Mangone and Mr. Bank
are citizens of the United States of America.
ITEM 2 (D) TITLE OF CLASS OF SECURITIES:
This statement relates to common stock, $0.01 par value, of
the Issuer ("Common Stock").
ITEM 2 (E) CUSIP NUMBER: 92047K107
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B)
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
This item is not applicable.
ITEM 4 OWNERSHIP:
According to the Company's Quarterly Report on Form 10-Q
there were 28,884,498 shares of Common Stock ("Shares")
outstanding on December 11, 1996. Accordingly, the Reporting
Persons are assuming, as is permitted by applicable rules, that
this was the number of Shares outstanding as of December 31, 1996.
Pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act
of 1934 (the "Act"), for purposes of determining the percentage of
beneficial ownership, reportable securities that a reporting
person has the right to acquire within 60 days are deemed to be <PAGE>
<PAGE>
reportable securities beneficially owned with respect to that
person and issued and outstanding with respect to the issuer.
Accordingly, the 1,526,414 Shares which Merchant presently has the
right to acquire pursuant to warrants are considered issued and
outstanding for purposes of determining the percentages of
beneficial ownership reported herein. Therefore, for purposes of
this Schedule 13G, the number of Shares issued and outstanding is
assumed to be 30,412,912.
(a)-(b) Merchant beneficially owns 1,526,414 Shares,
which constitutes approximately 5.0% of the Shares outstanding as
of December 31, 1996. Each of Advisors, Development, Mangone and
Bank, through their relationship with Merchant, may be deemed to
beneficially own all of such 1,526,414 Shares, constituting
approximately 5.0% of the Shares outstanding.
(c) Acting through Advisors, its general partner, Merchant
has the sole power to dispose or direct the disposition of all of
the 1,526,414 Shares and upon exercise of the warrants would have
the sole power to vote or direct the vote of Shares issued upon
such exercise. However, Advisors, as the sole general partner of
Merchant, Development, as the sole general partner of Advisors,
and Mr. Mangone and Mr. Bank, as the directors and officers of
Development, each may be deemed to share investment control, and,
to the extent of exercise of the warrants, voting control, with
respect to such Shares.
The Reporting Persons expressly declare that the filing of
this statement on Schedule 13G shall not be construed as an
admission that they are, for the purposes of Section 13(d) or
13(g) of the Securities and Exchange Act of 1934, the beneficial
owners of any securities covered by this statement.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This item is not applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
No other persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares held by the Reporting Persons.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
This item is not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
This item is not applicable.<PAGE>
<PAGE>
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
This item is not applicable.
ITEM 10 CERTIFICATION.
This item is not applicable. <PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: February 10, 1997
MERCHANT PARTNERS, LIMITED MERCHANT ADVISORS, LIMITED
PARTNERSHIP PARTNERSHIP
By: MERCHANT ADVISORS, LIMITED By: MERCHANT DEVELOPMENT
PARTNERSHIP, CORP.,
its general partner its general partner
By: MERCHANT DEVELOPMENT CORP., By: /S/ Raymond L. Bank
its general partner Raymond L. Bank,
President
By: /S/ Raymond L. Bank
Raymond L. Bank, President
MERCHANT DEVELOPMENT CORP.
By: /S/ Raymond L. Bank /S/ Raymond L. Bank
Raymond L. Bank, Raymond L. Bank
President
/S/ Dominic M. Magone
Dominic M. Mangone <PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT A - Agreement to the Filing of Joint Statements on
Schedule 13G Pursuant to Rules 13d-1(c) and 13d-1(f) <PAGE>
EXHIBIT A
Agreement Relating to the Filing
of Joint Statements on Schedule 13G
Pursuant to Rules 13d-1(c) and 13d-1(f)
It is agreed among the undersigned that the Schedule 13G Statement
to which this document is Exhibit A is filed on behalf of each of
the undersigned as provided in Rules 13d-1(c) and 13d-1(f) of the
General Rules and Regulations of the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended.
Date: February 10, 1997
MERCHANT PARTNERS, LIMITED MERCHANT ADVISORS, LIMITED
PARTNERSHIP PARTNERSHIP
By: MERCHANT ADVISORS, LIMITED By: MERCHANT DEVELOPMENT
PARTNERSHIP, CORP.,
its general partner its general partner
By: MERCHANT DEVELOPMENT CORP., By: /S/ Raymond L. Bank
its general partner Raymond L. Bank,
President
By: /S/ Raymond L. Bank
Raymond L. Bank,
President
MERCHANT DEVELOPMENT CORP.
By: /S/ Raymond L. Bank /S/ Raymond L. Bank
Raymond L. Bank, Raymond L. Bank
President
/S/ Dominic M. Magone
Dominic M. Mangone<PAGE>
