UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ |
SCHEDULE 13D |
Under the Securities Exchange Act of 1934 |
(Amendment No. 19) |
____________ |
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) |
November 5, 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 | 7 | SOLE VOTING POWER: | 4,478,333 (see Item 5) | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER: | 0 (see Item 5) | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER: | 4,478,333 (see Item 5) | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER: | 0 (see Item 5) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,478,333 (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): 8.1% (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 | 7 | SOLE VOTING POWER: | 4,478,333 (see Item 5) | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER: | 0 (see Item 5) | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER: | 4,478,333 (see Item 5) | ||||
PERSON WITH | 10 | SHARED DISPOSITIVE POWER: | 0 (see Item 5) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,478,333 (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): 8.1% (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 | 7 | SOLE VOTING POWER: | Disclaimed (see 11 below) | ||||
BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER: | 0 | ||||
EACH REPORTING | 9 | SOLE DISPOSITIVE POWER: | Disclaimed (see 11 below) | ||||
PERSON WITH | 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. 19 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:
As of November 5, 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. 19 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.
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. 19 are incorporated herein by reference. As of November 5, 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 4,478,333 shares of Common Stock, representing approximately 8.1% 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 September 5, 2014, as reported in the Company’s Form 10-Q for the quarterly period ended August 2, 2014, and filed on September 9, 2014 (55,289,993 shares)).
Except as disclosed in this Item 5(a), none of the Reporting Persons, nor, to 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. 19 and (ii) Item 5(a) hereof are incorporated herein by reference.
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Except as disclosed in this Item 5(b), none of the Reporting Persons, nor to 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 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 November 5, 2014, an aggregate of 11,620,182 shares of Common Stock are subject to the Shareholder Agreement, of which (i) 4,478,333 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) During the past 60 days ending on and including November 5, 2014, transactions were effected in the Common Stock by the Reporting Persons as disclosed in Schedule D attached hereto.
To the knowledge of the Reporting Persons, none of the directors or executive officers of the Reporting Persons effected transactions in the Common Stock during the period described above.
(d) Not applicable.
(e) Not applicable.
Item 7. | Materials to be Filed as Exhibits. |
Exhibit 47 | Power of Attorney (General Electric Capital Corporation). |
Exhibit 48 | 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: November 6, 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 47 | Power of Attorney (General Electric Capital Corporation). |
Exhibit 48 | 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.
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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 | |
Thomas C. Gentile | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Chief Operating Officer and President, 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 901 Main Avenue Norwalk, CT 06851 | Senior Vice President, Risk Chief Officer- General Electric Capital Corporation | |
Walter F. Ielusic | General Electric Capital Corporation 901 Main Avenue Norwalk, CT 06851 | Vice President and Controller – General Electric Capital Corporation | |
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. (global investment management) |
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 (global information technology, consulting and business process outsourcing) |
Marijn E. Dekkers | Bayer AG Kaiser-Wilhelm-Allee 1 Building WII 51368 Leverkusen, Germany | Chairman of the Management Board, Bayer AG (global healthcare, crop science and material science) |
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. (financial services) |
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 (consulting firm) |
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 |
James S. Tisch | Loews Corporation 667 Madison Avenue New York, NY 10065-8087 | President and Chief Executive Officer, Loews Corporation (diversified holding company) |
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NAME | PRESENT BUSINESS ADDRESS | PRESENT PRINCIPAL OCCUPATION |
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 & USA | |
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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SCHEDULE D
Entity | Trade Date (M/D/Y) | Transaction | Number of Shares of Common Stock* | Price per Share* | Price Range* | ||||
GECEI | 9/18/2014 | Sale | 89,755 | $5.4744 | $5.44 | $5.55 | |||
GECEI | 9/19/2014 | Sale | 46,250 | $5.4589 | $5.40 | $5.65 | |||
GECEI | 9/22/2014 | Sale | 14,890 | $5.3515 | $5.34 | $5.38 | |||
GECEI | 9/23/2014 | Sale | 2,200 | $5.3407 | $5.34 | $5.35 | |||
GECEI | 9/24/2014 | Sale | 10,336 | $5.3501 | $5.34 | $5.40 | |||
GECEI | 10/28/2014 | Sale | 79,482 | $5.4653 | $5.38 | $5.60 | |||
GECEI | 10/29/2014 | Sale | 47,694 | $5.5288 | $5.47 | $5.68 | |||
GECEI | 10/30/2014 | Sale | 44,677 | $5.5150 | $5.47 | $5.59 | |||
GECEI | 10/31/2014 | Sale | 103,508 | $5.7206 | $5.55 | $5.80 | |||
GECEI | 11/3/2014 | Sale | 49,600 | $5.7769 | $5.69 | $5.82 | |||
GECEI | 11/4/2014 | Sale | 36,608 | $5.8869 | $5.74 | $5.95 | |||
GECEI | 11/5/2014 | Sale | 55,408 | $5.8367 | $5.80 | $5.91 |
*The number of securities reported represents an aggregate number of shares executed by a broker-dealer in multiple market transactions over a range of prices. The price per share reported represents the weighted average price (without regard to brokerage commissions and fees). The Reporting Person undertakes to provide the staff of the SEC upon request, the number of shares executed by such Reporting Person at each separate price within the range.
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