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UNITED STATES
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
VALUEVISION INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
0-20243 41-1673770
(Commission File Number) (IRS Employer Identification No.)
6740 SHADY OAK ROAD, EDEN PRAIRIE, NM 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 947-5200
NOT APPLICABLE
(Former name or former address, if changed since last report)
Page 1 of 2
Exhibit Index Appears on Page 2
ITEM 5. OTHER EVENTS.
The Registrant's Press Release dated April 8, 1998, which is filed as
Exhibit 99.1 to this Form 8-K, is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated April 8, 1998.
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SIGNATURE
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 thereunto duly authorized.
VALUEVISION INTERNATIONAL, INC.
(Registrant)
Date: April 9, 1998 By: /s/ David T. Quinby
---------------------------------
Name: David T. Quinby
Title: Vice President
General Counsel and Secretary
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE
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99.1 Press Release . . . . . . . . . . . . . . . . . . . .
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EXHIBIT 99.1
VALUEVISION AND NATIONAL MEDIA ANNOUNCE POSTPONEMENT OF SHAREHOLDER
MEETINGS IN LIGHT OF
VALUEVISION DISSENTING SHAREHOLDERS
MINNEAPOLIS, MN AND PHILADELPHIA, P.A. - 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 to the 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 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 statements
relating to 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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