UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D |
Under the Securities Exchange Act of 1934 |
(Amendment No. 18) |
____________ |
ValueVision Media, Inc. |
(Name of Issuer) |
Common Stock, $0.01 par value per share |
(Title of class of securities) |
92047K-10-7 |
(CUSIP Number) |
Vincent Erardi Senior Managing Director, Chief Financial Officer and Treasurer GE Capital Equity Investments, Inc. 201 Merritt 7 Norwalk, CT 06851 (203) 229-5000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
June 24, 2014 |
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. |
CUSIP No. 92047K-10-7 | 13D | Page 2 |
1 | NAME OF REPORTING PERSONS | GE Capital Equity Investments, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) [_] (b) [x] | |||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS: | Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): | [_] | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER: | 5,058,741 (see Item 5) | ||||
8 | SHARED VOTING POWER: | 0 (see Item 5) | |||||
9 | SOLE DISPOSITIVE POWER: | 5,058,741 (see Item 5) | |||||
10 | SHARED DISPOSITIVE POWER: | 0 (see Item 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,058,741 (see Item 5) | ||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | [_] | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.2% (see Item 5) | ||||||
14 | TYPE OF REPORTING PERSON: | CO |
CUSIP No. 92047K-10-7 | 13D | Page 3 |
1 | NAME OF REPORTING PERSON: | General Electric Capital Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) [_] (b) [x] | |||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS: | Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): | [_] | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER: | 5,058,741 (see Item 5) | ||||
8 | SHARED VOTING POWER: | 0 (see Item 5) | |||||
9 | SOLE DISPOSITIVE POWER: | 5,058,741 (see Item 5) | |||||
10 | SHARED DISPOSITIVE POWER: | 0 (see Item 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 5,058,741 (see Item 5) | ||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | [_] | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.2% (see Item 5) | ||||||
14 | TYPE OF REPORTING PERSON: | CO |
CUSIP No. 92047K-10-7 | 13D | Page 4 |
1 | NAME OF REPORTING PERSON: | General Electric Company | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: | (a) [_] (b) [x] | |||||
3 | SEC USE ONLY | ||||||
4 | SOURCE OF FUNDS: | Not applicable | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): | [_] | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER: | Disclaimed (see 11 below) | ||||
8 | SHARED VOTING POWER: | 0 | |||||
9 | SOLE DISPOSITIVE POWER: | Disclaimed (see 11 below) | |||||
10 | SHARED DISPOSITIVE POWER: | 0 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial ownership of all shares disclaimed by General Electric Company | ||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | [_] | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11 above) | ||||||
14 | TYPE OF REPORTING PERSON: | CO |
This Amendment No. 18 amends the Schedule 13D filed March 2, 2009, as amended (the “Schedule 13D”), and is filed by GE Capital Equity Investments, Inc. (“GECEI”), General Electric Capital Corporation (“GE Capital”) and General Electric Company (“GE”) (each of GECEI, GE Capital, and GE, a “Reporting Person” and collectively the “Reporting Persons”), with respect to the common stock, $0.01 par value per share (the “Common Stock”), of ValueVision Media, Inc. (the “Company”). Capitalized terms used herein but not defined shall have the meaning attributed to them in the Schedule 13D.
Item 2. | Identity and Background. |
Item 2 is supplemented as follows:
The principal business office of GECEI is located at 201 Merritt 7, Norwalk, Connecticut 06851. The principal business office of GE Capital is located at 901 Main Avenue, Norwalk, Connecticut 06851. The principal business office of GE is located at 3135 Easton Turnpike, Fairfield, Connecticut 06828. GECEI is a subsidiary of GE Capital, and GE Capital is a subsidiary of GE.
As of June 25, 2014, the name, business address, present principal occupation or employment, and citizenship of each director and executive officer of GECEI, GE Capital and GE, are set forth on Schedules A, B, and C respectively, attached hereto.
During the last five years, to the best of the Reporting Persons’ knowledge, none of their directors or executive officers, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
This Amendment No. 18 is being filed while the Reporting Persons are in the process of verifying information required herein from their respective directors and executive officers. If the Reporting Persons obtain information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change.
On February 22, 2012, General Electric Capital Services, Inc. ceased to be a Reporting Person pursuant to the Schedule 13D after it merged with and into GE Capital. Upon the merger, GE Capital became the surviving corporation and a direct subsidiary of GE.
As previously disclosed, on January 28, 2011, GE closed a transaction with Comcast Corporation (“Comcast”) pursuant to which, among other things, GE transferred control of the business of NBC Universal, Inc. (now named NBCUniversal Media, LLC (“NBCUniversal”)), to Comcast. NBCUniversal became a wholly owned subsidiary of NBCUniversal, LLC (“NBCUniversal Holdings”). Following the transaction, Comcast controlled and owned 51% of NBCUniversal Holdings, and GE owned the remaining 49%. On March 19, 2013, GE sold its remaining 49% common equity interest in NBCUniversal Holdings to Comcast pursuant to an agreement reached in February 2013.
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Item 4. | Purpose of Transaction. |
Item 4 is supplemented as follows:
On June 24, 2014, GECEI exercised in full the 2009 Warrants (warrants to purchase 6,000,000 shares of Common Stock at an exercise price of $0.75 per share). In accordance with the 2009 Warrants, GECEI paid the exercise price on a cashless basis, resulting in the Company withholding of 941,259 of the warrant shares to pay the exercise price and issuing to GECEI the remaining 5,058,741 shares of Common Stock. The Company also paid $2.40 to GECEI in lieu of a fractional share.
GECEI intends to dispose of some or all of its interest in the securities of the Company owned by it, at such time or times it determines, in the open market, in privately negotiated transactions, through a public offering upon exercise of the registration rights, or otherwise, depending on the course of action it pursues, market conditions and other factors, subject to the terms of the Shareholder Agreement.
Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Company, the possible activities of the Reporting Persons are subject to change at any time.
Item 5. Interest in Securities of the Issuer.
(a) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 18 are incorporated herein by reference. As of June 26, 2014, GECEI and GE Capital (by virtue of its ownership of all of the common stock of GECEI) had sole beneficial ownership of an aggregate of 5,058,741 shares of Common Stock, representing approximately 9.2% of the shares of Common stock outstanding determined in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act (based on the number of shares outstanding as of June 2, 2014, as reported in the Company’s Form 10-Q for the quarterly period ended May 3, 2014, and filed on June 6, 2014 (49,844,253 shares), plus the shares issued to the relevant Reporting Person upon exercise of the warrants described above).
Except as disclosed in this Item 5(a), none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, beneficially owns any shares of Common Stock.
(b) The responses of the Reporting Persons to (i) Rows (7) through (10) of the cover pages of this Amendment No. 18 and (ii) Item 5(a) hereof are incorporated herein by reference.
Except as disclosed in this Item 5(b), none of the Reporting Persons, nor to the best of their knowledge, any of their directors or executive officers, presently has the power to vote or direct the vote or to dispose or direct the disposition of any of the shares of Common Stock which they may be deemed to beneficially own.
As disclosed in Amendment No. 14 to the Schedule 13D, GECEI is party to a Shareholder Agreement with the Company and NBC Universal, Inc. (which, as described above,
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is now known as NBCUniversal Media, LLC). For a description and copy of the Shareholder Agreement, see Amendment No. 14 to the Schedule 13D filed by the Reporting Persons on March 2, 2009, and Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on February 26, 2009 (SEC File No. 000-20243). As a consequence of this Shareholder Agreement, GECEI and NBCUniversal may from time to time consult with each other regarding the securities of the Company.
To the knowledge of the Reporting Persons, as of June 26, 2014, an aggregate of 12,200,590 shares of Common Stock are subject to the Shareholder Agreement, of which (i) 5,058,741 shares of Common Stock are beneficially owned by the Reporting Persons and (ii) 7,141,849 shares of Common Stock are beneficially owned by NBCUniversal, NBCUniversal Holdings, and Comcast. Nothing in this Schedule 13D shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any shares of Common Stock beneficially owned by NBCUniversal, NBCUniversal Holdings, or Comcast, and such beneficial ownership is expressly disclaimed. Information regarding beneficial ownership by NBCUniversal, NBCUniversal Holdings, and Comcast is based on the proxy statement filed by the Company on May 9, 2014.
(c) Except as disclosed in Item 4 of this Amendment No. 18, none of the Reporting Persons, nor, to the best of their knowledge, any of their directors or executive officers, has effected any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 7. | Materials to be Filed as Exhibits. |
Exhibit 45 | Power of Attorney (General Electric Capital Corporation). |
Exhibit 46 | Power of Attorney (General Electric Company). |
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SIGNATURE
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: June 26, 2014
GE CAPITAL EQUITY INVESTMENTS, INC. | |||
By: | /s/ Patrick Kocsi | ||
Name: | Patrick Kocsi | ||
Title: | President and CEO |
GENERAL ELECTRIC CAPITAL CORPORATION | |||
By: | /s/ Patrick Kocsi | ||
Name: | Patrick Kocsi | ||
Title: | Attorney-in-fact |
GENERAL ELECTRIC COMPANY | |||
By: | /s/ Patrick Kocsi | ||
Name: | Patrick Kocsi | ||
Title: | Attorney-in-fact |
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EXHIBIT INDEX
Exhibit 45 | Power of Attorney (General Electric Capital Corporation). |
Exhibit 46 | Power of Attorney (General Electric Company). |
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SCHEDULE A
GE CAPITAL EQUITY INVESTMENTS, INC.
DIRECTOR
NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION |
Patrick Kocsi | GE Capital Equity Investments, Inc. 201 Merritt 7 Norwalk, CT 06851 | President & CEO, GE Capital Equity Investments, Inc. |
Citizenship:
U.S.A.
GE CAPITAL EQUITY INVESTMENTS, INC.
EXECUTIVE OFFICERS
NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION |
Patrick Kocsi | GE Capital Equity Investments, Inc. 201 Merritt 7 Norwalk, CT 06851 | President & CEO, GE Capital Equity Investments, Inc. |
Vincent Erardi | GE Capital Equity Investments, Inc. 201 Merritt 7 Norwalk, CT 06851 | Senior Managing Director, Chief Financial Officer and Treasurer, GE Capital Equity Investments, Inc. |
Citizenship:
U.S.A.
1
SCHEDULE B
GENERAL ELECTRIC CAPITAL CORPORATION
DIRECTORS
NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION |
Jeffrey S. Bornstein | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Chief Financial Officer – General Electric Company |
William H. Cary | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Chief Operating Officer and President, General Electric Capital Corporation |
Brackett B. Denniston III | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Senior Vice President and General Counsel – General Electric Company |
Robert C. Green | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Chief Financial Officer, General Electric Capital Corporation |
Jeffrey R. Immelt | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Chairman and Chief Executive Officer, General Electric Company |
Keith S. Sherin | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Chief Executive Officer, General Electric Capital Corporation |
Ryan A. Zanin | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Chief Risk Officer, General Electric Capital Corporation |
Citizenship: All U.S.A.
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GENERAL ELECTRIC CAPITAL CORPORATION
EXECUTIVE OFFICERS
NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION | |
Keith S. Sherin | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Chairman of the Board President and Chief Executive Officer – General Electric Capital Corporation | |
William H. Cary | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Chief Operating Officer and President, General Electric Capital Corporation | |
Robert C. Green | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Chief Financial Officer, General Electric Capital Corporation | |
Daniel C. Janki | General Electric Capital Corporation 201 High Ridge Road Stamford, CT 06927 | Senior Vice President, Corporate Treasury and Global Funding Operation - General Electric Capital Corporation | |
Ryan A. Zanin | General Electric Capital Corporation 260 Long Ridge Road Stamford, CT 06927 | Senior Vice President, Risk Chief Officer- General Electric Capital Corporation | |
Olga Hartwell | General Electric Capital Corporation 120 Long Ridge Road Stamford, CT 06927 | Senior Vice President, Taxes- General Electric Capital Corporation | |
Walter F. Ielusic | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Senior Vice President and Controller – General Electric Company | |
Alex Dimitrief | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Senior Vice President and General Counsel - General Electric Capital Corporation | |
Christoph Pereira | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Vice President, Deputy General Counsel and Secretary - General Electric Company |
Citizenship: All U.S.A.
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SCHEDULE C
GENERAL ELECTRIC COMPANY
DIRECTORS
NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION |
W. Geoffrey Beattie | Generation Capital 1 Toronto Street Suite 202 Toronto, Canada M5C2V6 | Chief Executive Officer, Generation Capital |
John .J. Brennan | The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355 | Chairman Emeritus and Senior Advisor, The Vanguard Group, Inc. |
Dr. James I. Cash, Jr. | The Cash Catalyst LLC c/o Sharon Randall Highland Capital Partners One Broadway, 16th Floor Cambridge, MA 02142 | Emeritus James E. Robison Professor of Business Administration, Harvard Graduate School of Business |
Francisco D’Souza | Cognizant Technology Solutions Corporation Glenpointe Centre West 50 Frank W. Burr Blvd. Teaneck, NJ 07666 | Chief Executive Officer, Cognizant Technology Solutions Corporation |
Marijn E. Dekkers | Bayer AG Kaiser-Wilhelm-Allee 1 Building WII 51368 Leverkusen, Germany | Chairman of the Management Board, Bayer AG |
Ann M. Fudge | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Former Chairman and Chief Executive Officer, Young & Rubicam Group (global marketing communications network) |
Dr. Susan J. Hockfield | Massachusetts Institute of Technology 77 Massachusetts Avenue Room 76-461 Cambridge, MA 02139 | President Emerita and Professor of Neuroscience, Massachusetts Institute of Technology |
Jeffrey R. Immelt | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Chairman of the Board and Chief Executive Officer, General Electric Company |
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NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION |
Andrea Jung | Grameen America 1460 Broadway New York, NY 10036 | President and CEO, Grameen America (nonprofit microfinance organization) |
Robert W. Lane | John Hancock Center 875 N. Michigan Avenue Suite 3940 Chicago, IL 60611 | Former Chairman of the Board and Chief Executive Officer, Deere & Company (agricultural, construction and forestry equipment) |
Rochelle B. Lazarus | Ogilvy & Mather Worldwide 636 11th Avenue New York, NY 10036-2010 | Chairman Emeritus of the Board and former Chief Executive Officer, Ogilivy & Mather Worldwide (global marketing communications company) |
James J. Mulva | ConocoPhillips 600 North Dairy Ashford Road Houston, Texas 77079 | Retired Chairman of the Board and Chief Executive Officer, ConocoPhillips (international integrated energy company) |
James E. Rohr | The PNC Financial Services Group, Inc. One PNC Plaza 249 Fifth Avenue Pittsburgh, PA 15222-2707 | Former Chairman of the Board and Chief Executive Officer, The PNC Financial Services Group, Inc. |
Mary L. Schapiro | Promontory Financial Group LLC The Office of Mary Schapiro 801 17th Street, NW 11th Floor Washington, DC 20006 | Vice Chair, Advisory Board of Promontory Financial Group |
Robert J. Swieringa | Cornell University 337 Sage Hall Ithaca, NY 14853-6201 | Professor of Accounting and former Anne and Elmer Lindseth Dean, Johnson Graduate School of Management |
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NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION |
James S. Tisch | Loews Corporation 667 Madison Avenue New York, NY 10065-8087 | President and Chief Executive Officer, Loews Corporation (diversified holding company) |
Douglas A. Warner III | c/o J. P. Morgan Chase & Co. 277 Park Avenue 35th Floor New York, NY 10172 | Former Chairman of the Board, J.P. MorganChase & Co. (investment banking) |
Citizenship:
W. Geoffrey Beattie | Canada |
Marijn E. Dekkers | Dutch & U.S.A. |
Andrea Jung | Canada |
All Others | U.S.A. |
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GENERAL ELECTRIC COMPANY
EXECUTIVE OFFICERS
NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION |
Jeffrey R. Immelt | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Chairman of the Board and Chief Executive Officer |
Jeffrey S. Bornstein | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Senior Vice President and Chief Financial Officer |
Elizabeth J. Comstock | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Senior Vice President, Chief Marketing Officer |
Brackett B. Denniston III | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Senior Vice President and General Counsel |
Jan R. Hauser | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Vice President, Controller & Chief Accounting Officer |
Daniel C. Heintzelman | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Vice Chairman, Enterprise Risk and Operations |
Susan P. Peters | General Electric Company 3135 Easton Turnpike Fairfield, CT 06828 | Senior Vice President, Human Resources |
John G. Rice | General Electric Company Room 3303-3308, 33rd Floor One Exchange Square Hong Kong | Vice Chairman of General Electric Company; President & CEO, Global Growth & Operations |
Keith S. Sherin | General Electric Company 901 Main Avenue Norwalk, CT 06851 | Vice Chairman of General Electric Company; Chairman & CEO, GE Capital |
Citizenship: All U.S.A.
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