SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
NBC INTERNET, INC.
(Name of Issuer)
Class A Common Stock, par value $.0001 per share
(Title of Class of Securities)
62873D-10-5
(CUSIP Number)
Susan E. Weiner, Senior Vice President and Acting General Counsel
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, NY 10012
(212) 664-2806
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 8, 2001
(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 Rule 13d-1(e), Rule 13d-1(f), or 13d-1(g),
check the following box. /_/
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are to be sent.
[FN]
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
Page 1 of 33
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 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 2 of 33
CUSIP No. 62983D-10-5 13D Page 3 of 33
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
NATIONAL BROADCASTING COMPANY, INC.
14-1682529
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES 25,021,739
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 25,021,739
PERSON 10. SHARED DISPOSITIVE POWER
WITH -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,021,739
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/x/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.1%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 62983D-10-5 13D Page 4 of 33
[FN]
SEE INSTRUCTIONS BEFORE FILLING OUT!
Includes (i) 24,550,708 shares issuable upon conversion of
Class B common stock of the Issuer, par value $.0001 per share, and
(ii) 471,031 shares issuable upon conversion of 471,031 shares of
Class B common stock of the Issuer, par value $.0001 per share,
issuable upon conversion of a convertible debenture. Excludes (i)
5,338,357 shares issuable upon conversion of 5,338,357 shares of Class
B common stock of Issuer, par value $.0001 per share, issuable upon
conversion of a convertible debenture held by GE Investments
Subsidiary, Inc., and (ii) 30,000 shares held by Robert C. Wright, Vice
President of the Board of Directors and Executive Officer of General
Electric Company, and Chief Executive Officer and President of National
Broadcasting Company, Inc.
CUSIP No. 62983D-10-5 13D Page 5 of 33
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
GENERAL ELECTRIC COMPANY
14-0689340
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 ITEMS 2(d) OR 2(e)
/_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10. SHARED DISPOSITIVE POWER
WITH -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 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
[FN]
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 62983D-10-5 13D Page 6 of 33
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
NATIONAL BROADCASTING COMPANY HOLDING, INC.
13-3448662
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 ITEMS 2(d) OR 2(e)
/_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10. SHARED DISPOSITIVE POWER
WITH -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by National
Broadcasting Company Holding, Inc.
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
[FN]
SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 62983D-10-5 13D Page 7 of 33
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
GE INVESTMENTS SUBSIDIARY, 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 ITEMS 2(d) OR 2(e)
/_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES 5,338,357
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 5,338,357
PERSON 10. SHARED DISPOSITIVE POWER
WITH -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,338,357
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/X/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 62983D-10-5 13D Page 8 of 33
[FN]
SEE INSTRUCTIONS BEFORE FILLING OUT!
Includes 5,338,357 shares issuable upon conversion of
5,338,357 shares of Class B common stock of the Issuer, par value
$.0001 per share, issuable upon conversion of a convertible debenture.
Excludes (i) 24,550,708 shares issuable to National Broadcasting
Company, Inc. upon conversion of Class B common stock of the Issuer,
par value $.0001 per shares, (ii) 471,031 shares issuable to National
Broadcasting Company, Inc. upon conversion of 471,031 shares of
Class B common stock of the Issuer, par value $.0001 per share,
issuable upon conversion of a convertible debenture held by National
Broadcasting Company, Inc. and (iii) 30,000 shares held by Robert C.
Wright, Vice Chairman of the Board of Directors and Executive Officer
of General Electric Company, and Chief Executive Officer and President
of National Broadcasting Company, Inc.
CUSIP No. 62983D-10-5 13D Page 9 of 33
1. NAME OR REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
RAINWATER ACQUISITION CORP.
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 ITEMS 2(d) OR 2(e)
/_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10. SHARED DISPOSITIVE POWER
WITH -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by Rainwater
Acquisition Corp.
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
[FN]
SEE INSTRUCTIONS BEFORE FILLING OUT!
AMENDMENT NO. 1 TO
STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES ACT OF 1934, AS AMENDED
This Amendment No. 1 amends the Schedule 13D filed on November 30,
1999 (the "Schedule 13D") which relates to shares of Class A common stock,
par value $.0001 per share of NBC Internet, Inc., a Delaware corporation.
Capitalized terms used herein but not defined herein shall have the meanings
attributed to them in the original Schedule 13D.
Items 1, 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby
amended and supplemented as follows:
Item 1. Security and Issuer
Item 1 of the Schedule 13 is hereby amended and supplemented
by deleting the last sentence thereof and replacing it with the following
sentence:
The address of the Issuer's principal executive offices is 225 Bush
Street, San Francisco, California 94104.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and
supplemented by deleting the first and second paragraphs thereof in their
entirety and replacing them with the following paragraphs:
This statement is being filed by National Broadcasting
Company, Inc., a Delaware corporation ("NBC"), for and on behalf of
(i) itself both individually and as successor by merger to NBC
Multimedia, Inc. ("Multimedia"), (ii) General Electric Company
("GE"), (iii) National Broadcasting Company Holding, Inc. ("NBC
Holding"), (iv) GE Investments Subsidiary Inc. ("Investments Sub"),
and (v) Rainwater Acquisition Corp. ("Merger Sub" and collectively
with NBC, GE, NBC Holding and Investments Sub, the "Reporting
Persons"). NBC is a wholly-owned subsidiary of NBC Holding, and NBC
Holding is a wholly-owned subsidiary of GE. Investments Sub is a
wholly-owned subsidiary of GE. Merger Sub is a wholly-owned
subsidiary of NBC. An agreement among the Reporting Persons with
Page 10 of 33
respect to the filing of this statement is attached hereto as Exhibit
1.
NBC is a Delaware corporation with its principal executive
offices located at 30 Rockefeller Plaza, New York, New York 10112.
The principal business activities of NBC are the operation of
television and cable broadcast networks and television stations and
the provision of related media and Internet services. NBC Holding is
a Delaware corporation with its principal executive offices located
at 30 Rockefeller Plaza, New York, New York 10112. NBC Holding is a
holding company that owns all the common stock of NBC. GE is a New
York corporation with its principal executive offices located at 3135
Easton Turnpike, Fairfield, Connecticut 06431. GE engages in
providing a wide variety of industrial, commercial and consumer
products and services. Investments Sub is a Delaware corporation
with its principal executive offices located at 3135 Easton Turnpike,
Fairfield, Connecticut 06431. Investments Sub is engaged in the
business of investing in debt and equity instruments and managing its
portfolio of such investments. Merger Sub is a Delaware corporation
with its principal executive offices located at 30 Rockefeller Plaza,
New York, New York 10112. The principal business of Merger Sub is to
engage in the Transactions (as defined in Item 4 below).
Item 2 of the Schedule 13D is further amended by replacing
Schedules A, B and C attached thereto with Schedules A, B and C attached
hereto.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and
supplemented by adding the following paragraphs immediately prior to the last
paragraph of Item 3:
On December 21, 1999, Multimedia ceased to exist by reason
of its merger into NBC with NBC as the surviving entity. As a result
of that transaction, NBC became the holder of Convertible Note 1 as
well as each share of Class B Stock formerly held by Multimedia.
On April 8, 2001, NBC, Merger Sub and the Issuer entered
into an Agreement of Merger and Plan of Liquidation and Dissolution
(the "Merger Agreement) (attached hereto as Exhibit 9), pursuant to
which, among other things, Merger Sub would merge with and into the
Issuer (the "Merger") on the terms and subject to the conditions set
forth therein. Pursuant to the terms of the Merger Agreement, each
Page 11 of 33
holder of Class A Stock other than dissenting shares would receive
upon consummation of the Merger a liquidating distribution in an
amount per share in cash equal to $2.19. Based on the 39,017,110
shares of Class A Stock reported to be outstanding as of February 28,
2001 according to the Issuer's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 29, 2001 (the
"Issuer's Annual Report"), the total consideration payable to the
holders of Class A Stock in the Merger (the "Consideration") will be
$85,447,471.
The Merger Agreement provides that the Consideration will be
paid by the Issuer from available cash and, to the extent such funds
are not adequate to pay the entire Consideration, cash provided to
Issuer by means of a prepayment by NBC of a portion of the promissory
note, dated November 30, 1999, in the original principal amount of
$340,000,000 issued by NBC and held by Issuer ("NBC Note"). The
source of any funds used to prepay the NBC Note would be the working
capital of NBC.
As part of the Transactions, each of the Convertible Notes
would be converted by their holders, NBC and Investments Sub, into an
aggregate of 5,809,388 shares of Class B Stock. After such
conversion, Investments Sub would transfer all its Class B Stock to
NBC.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and
supplemented by inserting the following paragraphs prior to the last
paragraph thereof:
On April 8, 2001, NBC, Merger Sub and the Issuer entered
into the Merger Agreement (as defined in Item 3 above) (attached
hereto as Exhibit 9), pursuant to which the Merger (as defined in
Item 3 above) would occur on the terms and subject to the conditions
set forth therein. As described in Item 3 above, the Merger
Agreement provides that holders of Class A Stock other than
dissenting shares would receive upon consummation of the Merger a
liquidating distribution in an amount per share in cash equal to
$2.19. The Issuer would be the surviving entity in the Merger and
the Class B Stock would remain outstanding.
The Merger Agreement provides that prior to the Merger, as
indicated in Item 3 above, each of the Convertible Notes would be
Page 12 of 33
converted by NBC and Investments Sub into an aggregate of 5,809,388
shares of Class B Stock. Investments Sub would then transfer all
shares of Class B Stock held by it to NBC, making NBC the holder of
all outstanding shares of Class B Stock at the time of the Merger.
After consummation of the Merger, the Issuer would make a
final liquidating distribution of all its remaining assets to NBC, as
its sole stockholder. At the time of such distribution, NBC would
also assume all of the Issuer's remaining liabilities and
obligations. The Issuer would then be dissolved in accordance with
applicable Delaware law. The Merger and the other transactions
contemplated by the Merger Agreement, including the distribution,
assumption and dissolution described above, are collectively referred
to herein as the "Transactions."
The Merger Agreement provides that consummation of the
Transactions is subject to a number of conditions, including approval
by (i) the holders of a majority of the shares of Class A Stock,
voting as a single class, other than Class A Stock with respect to
which NBC has the power to vote or direct the vote, (ii) the holders
of a majority of the shares of Class B Stock, voting as a single
class, and (iii) the holders of a majority of the shares of Class A
Stock and Class B Stock, voting as a single class, and other
conditions customary to such agreements. The Merger Agreement
prohibits the Issuer from soliciting indications of interest from
other persons with respect to an acquisition of the Issuer, although
it permits, among other things, the Board of Directors of the Issuer
to respond to inquiries from and provide information to bona fide
interested third parties and, subject to payment of a termination fee
in the amount of $3 million, terminate the Merger Agreement if it
determines to accept an alternative transaction.
The Merger Agreement also provides that prior to
consummation of the Merger, the Issuer will take certain steps to
substantially reduce its operations and to terminate a significant
number of its employees. However, subject to certain terms and
conditions, the Issuer will not be required to take any action that a
majority of the members of the Board of Directors of the Issuer
elected by the holders of Class A Stock determine in good faith would
have a material adverse effect on the Issuer if the Merger Agreement
were terminated.
The information set forth in response to this Item 4 is
qualified in its entirety by reference to the Merger Agreement
Page 13 of 33
(attached hereto as Exhibit 9), which is expressly incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting the
first two paragraphs in their entirety and replacing them with the following
paragraphs:
(a) The responses of the Reporting Persons to Rows (7)
through (13) of the cover page of this statement on Schedule 13D are
incorporated herein by reference.
As of the date hereof, NBC beneficially owned in the
aggregate 25,021,739 shares of Class A Stock, representing
approximately 39.1% of the outstanding shares of Class A Stock, based
upon (i) 39,017,110 shares of Class A Stock outstanding as set forth
in the Issuer's Annual Report, (ii) 24,550,708 shares of Class A
Stock issuable upon conversion of Class B Stock held by NBC, and
(iii) 471,031 shares of Class A Stock issuable upon conversion of
471,031 shares of Class B Stock issuable upon conversion of
Convertible Note 1.
As of the date hereof, Investments Sub beneficially owned in
the aggregate 5,338,357 shares of Class A Stock, representing
approximately 12.0% of the outstanding shares of Class A Stock, based
upon (i) 39,017,110 shares of Class A Stock outstanding as set forth
in the Issuer's Annual Report, and (ii) 5,338,357 shares of Class A
Stock issuable upon conversion of 5,338,357 shares of Class B Stock
issuable upon conversion of Convertible Note 2.
As of the date hereof, Robert C. Wright beneficially owned
30,000 shares of Class A Stock, representing less than 1% of the
outstanding shares of Class A Stock.
GE, Investments Sub, NBC Holding and Merger Sub disclaim
beneficial ownership of all shares of Class A Stock and Class B Stock
owned by NBC. GE, NBC Holding, NBC and Merger Sub disclaim
beneficial ownership of all shares of Class A Stock and Class B Stock
owned by Investments Sub. Each of the Reporting Persons disclaims
beneficial ownership of the shares of Class A Stock owned by
Mr. Wright.
Page 14 of 33
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and
supplemented by adding the following paragraph immediately before the last
paragraph of Item 6:
As described in Item 4 above, NBC, Merger Sub and the Issuer
have entered into the Merger Agreement providing for the
Transactions. The description of the Merger Agreement contained in
this Schedule 13D is qualified in its entirety by reference to the
Merger Agreement (attached hereto as Exhibit 9).
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and
supplemented by replacing Exhibit 1 attached thereto with Exhibit 1 attached
hereto and by adding the following additional Exhibits:
Exhibit 1 Joint Filing Agreement dated as of April 10, 2001 by
and among the Reporting Persons.
Exhibit 9 Agreement of Merger and Plan of Liquidation and
Dissolution dated as of April 8, 2001 by and among
NBC, Merger Sub and the Issuer.
Page 15 of 33
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.
Dated: April 10, 2001
GENERAL ELECTRIC COMPANY
By: /s/ Robert E. Healing
-----------------------------
Name: Robert E. Healing
Title: Attorney-in-Fact
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Mark W. Begor
-----------------------------
Name: Mark W. Begor
Title: Vice President
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark W. Begor
-----------------------------
Name: Mark W. Begor
Title: Executive Vice President
GE INVESTMENTS SUBSIDIARY, INC.
By: /s/ Robert E. Healing
-----------------------------
Name: Robert E. Healing
Title: Vice President
Page 16 of 33
RAINWATER ACQUISITION CORP.
By: /s/ Mark W. Begor
-----------------------------
Name: Mark W. Begor
Title: President
Page 17 of 33
SCHEDULE A TO SCHEDULE 13D
Filed by National Broadcasting Company, Inc.
National Broadcasting Company, Inc.
Directors and Executive Officers
Present Principal
Name Present Address Occupation
-------------------- ------------------------ --------------------------
Directors
S. S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois
Suite 103 Tool Works
Lake Forest, IL 60045
D. D. Dammerman General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company;
Chairman, General Electric
Services, Inc.
P. Fresco Fiat SpA Chairman of the Board, Fiat
via Nizza SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Former Executive Vice
555 South Broadway President, Kraft Foods,
Tarrytown, NY 10591 Inc.
J. R. Immelt General Electric Company President, General Electric
3135 Easton Turnpike Company
Fairfield, CT 06431
A. Jung Avon Products, Inc President and Chief
1345 Avenue of the Operating Officer, Avon
Americas Products, Inc.
New York, NY 10105
K. G. Langone Invemed Associates, Inc. Chairman, President and
375 Park Avenue Chief Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
Page 18 of 33
R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer, Ogilvy &
New York, NY 10105 Mather Worldwide
S. G. McNealy Sun Microsystems, Inc. Chairman, President and
901 San Antonio Road Chief Executive Officer,
Palo Alto, CA 94304 Sun Microsystems, Inc.
G. G. Michelson Federated Department Former Member of the Board
Stores of Directors, Federated
151 West 34th Street Department Stores
New York, NY 10001
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
R. S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive, West President, Penske
Detroit, MI 48239-4001 Corporation
F. H. T. Rhodes Cornell University President Emeritus, Cornell
3104 Snee Building University
Ithaca, NY 14853
A. C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO and former
1 Champion Plaza Director, Champion
Stamford, CT 06921 International Corporation
D. A. Warner III J.P. Morgan Chase & Co. Chairman of the Board, J.P.
60 Wall Street Morgan Chase & Co.
New York, NY 10260
J. F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
R. C. Wright General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company
Page 19 of 33
Executive Officers
John F. Welch Jr. General Electric Company Chairman
3135 Easton Turnpike
Fairfield, CT 06431
Robert C. Wright National Broadcasting Chief Executive Officer &
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Mark W. Begor National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
William Bolster CNBC, Inc. Executive Vice President
2200 Fletcher Avenue
Fort Lee, NJ 07024
Richard Cotton National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Duncan Ebersol National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
John W. Eck National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Randel A. Falco National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Page 20 of 33
Jay Ireland National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Andrew Lack National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Scott Sassa National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Edward Scanlon National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Pamela Thomas-Graham CNBC, Inc. Executive Vice President
2200 Fletcher Avenue
Ft. Lee, NJ 07024
Martin Yudkovitz National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
David Zaslav National Broadcasting Executive Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Kassie Canter National Broadcasting Senior Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Each person listed above is a citizen of the United States of America except
P. Fresco, who is a citizen of Italy, and A. Jung, who is a citizen of
Canada.
Page 21 of 33
SCHEDULE B TO SCHEDULE 13D
Filed by General Electric Company
General Electric Company
Directors and Executive Officers
Present Principal
Name Present Business Address Occupation
-------------------- ------------------------- --------------------------
Directors
J. I. Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field School of Business
Boston, MA 02163 Administration, Harvard
University
S. S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois
Suite 103 Tool Works
Lake Forest, IL 60045
D. D. Dammerman General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company;
Chairman and Chief
Executive Officer, General
Electric Capital Services,
Inc.
P. Fresco Fiat SpA Chairman of the Board, Fiat
via Nizza 250 SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Former Executive Vice
555 South Broadway President, Kraft Foods,
Tarrytown, NY 10591 Inc.
C. X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board and
S.A. de C.V. Chief Executive Officer,
Jose Luis Lagrange 103, Kimberly-Clark de Mexico,
Tercero Piso S.A. de C.V.
Colonia Los Morales
Mexico, D.F. 11510, Mexico
Page 22 of 33
J. R. Immelt General Electric Company President, General Electric
3135 Easton Turnpike Company
Fairfield, CT 06431
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Operating Officer, Avon
Americas Products, Inc.
New York, NY 10105
K. G. Langone Invemed Associates, Inc. Chairman, President and
375 Park Avenue Chief Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer, Ogilvy &
New York, NY 10105 Mather Worldwide
S. G. McNealy Sun Microsystems, Inc. Chairman, President and
901 San Antonio Road Chief Executive Officer,
Palo Alto, CA 94304 Sun Microsystems, Inc.
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
G. G. Michelson Federated Department Former Member of the Board
Stores and Executive Officer,
151 West 34th Street General Electric Company
New York, NY 10001
R. C. Wright General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company
R. S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive, West President, Penske
Detroit, MI 48239-4001 Corporation
F. H. T. Rhodes Cornell University President Emeritus, Cornell
3104 Snee Building University
Ithaca, NY 14853
Page 23 of 33
A. C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO and former
1 Champion Plaza Director, Champion
Stamford, CT 06921 International Corporation
D. A. Warner III J.P. Morgan Chase & Co. Chairman of the Board,
60 Wall Street J.P.Morgan Chase & Co.
New York, NY 10260
J. F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
Executive Officers
J. F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
P. D. Ameen General Electric Company Vice President and
3135 Easton Turnpike Comptroller
Fairfield, CT 06431
F. S. Blake General Electric Company Senior Vice President -
3135 Easton Turnpike Corporate Development
Fairfield, CT 06431
J. R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer
Fairfield, CT 06431
D. L. Calhoun General Electric Company Senior Vice President - GE
1 Neumann Way Aircraft Engine
Cincinnati, OH 05215
W. J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
Page 24 of 33
D. D. Dammerman General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company;
Chairman, General Electric
Capital Services, Inc.
S. C. Donnelly General Electric Company Senior Vice President -
P.O. Box 8 Corporate Research and
Schenectady, NY 12301 Development
M. J. Espe General Electric Company Senior Vice President - GE
Nela Park Lighting
Cleveland, OH 05215
B. W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary
J. M. Hogan General Electric Company Senior Vice President - GE
P.O. Box 414 Medical Systems
Milwaukee, WI 53201
J. R. Immelt General Electric Company President, General Electric
P.O. Box 414 Company
Milwaukee, WI 53201
L. R. Johnston General Electric Company Senior Vice President - GE
Appliance Park Appliances
Louisville, KY 40225
J. Krenicki, Jr. General Electric Company Senior Vice President - GE
2901 East Lake Road Transportation Systems
Erie, PA 16531
R. W. Nelson General Electric Company Vice President - Corporate
3135 Easton Turnpike Financial Planning and
Fairfield, CT 06431 Analysis
G. M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
Page 25 of 33
J. G. Rice General Electric Company Vice President - GE
1 River Road Transportation Systems
Schenectady, NY 12345
G. L. Rogers General Electric Company Senior Vice President - GE
1 Plastics Avenue Plastics
Pittsfield, MA 01201
K. S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief
Fairfield, CT 06431 Financial Officer
L. G. Trotter General Electric Company Senior Vice President - GE
41 Woodward Avenue Industrial Systems
Plainville, CT 06062
R. C. Wright National Broadcasting Vice Chairman of the Board
Company, Inc. and Executive Officer,
30 Rockefeller Plaza General Electric Company;
New York, NY 10112 President and Chief
Executive Officer, National
Broadcasting Company, Inc.
Each person listed above is a citizen of the United States of America except
C. X. Gonzalez, who is a citizen of Mexico, P. Fresco, who is a citizen of
Italy, and A. Jung, who is a citizen of Canada.
Page 26 of 33
GE Investments Subsidiary, Inc.
Directors and Executive Officers
Present Principal
Name Present Business Address Occupation
-------------------- ------------------------- --------------------------
Directors
Phillip D. Ameen General Electric Company Vice President and
3135 Easton Turnpike Comptroller, General
Fairfield, CT 06431 Electric Company
James R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer, General
Fairfield, CT 06431 Electric Company
John M. Samuels General Electric Company Vice President and Senior
3135 Easton Turnpike Counsel, General Electric
Fairfield, CT 06431 Company
Executive Officers
James R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer, General
Fairfield, CT 06431 Electric Company
John M. Samuels General Electric Company Vice President and Senior
3135 Easton Turnpike Counsel, General Electric
Fairfield, CT 06431 Company
Phillip D. Ameen General Electric Company Vice President and
3135 Easton Turnpike Comptroller, General
Fairfield, CT 06431 Electric Company
Robert E. Healing General Electric Company Corporate Counsel, General
3135 Easton Turnpike Electric Company
Fairfield, CT 06431
Eliza W. Fraser General Electric Company Associate Corporate
3135 Easton Turnpike Counsel, General Electric
Fairfield, CT 06431 Company
Page 27 of 33
Mark E. Buchanan General Electric Company Manager, State Tax, General
3135 Easton Turnpike Electric Company
Fairfield, CT 06431
Barbara A. Melita General Electric Company Tax Specialist
3135 Easton Turnpike General Electric Company
Fairfield, CT 06431
Robert J. Zalucki General Electric Company Tax Counsel and Quality
3135 Easton Turnpike Leader, General Electric
Fairfield, CT 06431 Company
Page 28 of 33
Rainwater Acquisition Corp.
Directors and Executive Officers
Present Principal
Name Present Business Address Occupation
-------------------- ------------------------- --------------------------
Directors
Mark W. Begor National Broadcasting Executive Vice President,
Company, Inc. National Broadcasting
30 Rockefeller Plaza Company, Inc.
New York, NY 10112
Executive Officers
Mark W. Begor National Broadcasting Executive Vice President,
Company, Inc. National Broadcasting
30 Rockefeller Plaza Company, Inc.
New York, NY 10112
Martin J. Yudkovitz National Broadcasting Executive Vice President,
Company, Inc. National Broadcasting
30 Rockefeller Plaza Company, Inc.
New York, NY 10112
Elizabeth A. Newell National Broadcasting Vice President, Corporate
Company, Inc. and Transactions Law,
30 Rockefeller Plaza National Broadcasting
New York, NY 10112 Company, Inc.
Each person listed above is a citizen of the United States of America.
Page 29 of 33
SCHEDULE C TO SCHEDULE 13D
Filed by National Broadcasting Company Holding, Inc.
National Broadcasting Company Holding, Inc.
Directors and Executive Officers
Present Principal
Name Present Business Address Occupation
-------------------- ------------------------- --------------------------
Directors
S. S. Cathcart 222 Wisconsin Avenue Retired Chairman, Illinois
Suite 103 Tool Works
Lake Forest, IL 60045
D. D. Dammerman General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company;
Chairman and Chief
Executive Officer, General
Electric Capital Services,
Inc.
P. Fresco Fiat SpA Chairman of the Board, Fiat
via Nizza 250 SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Former Executive Vice
555 South Broadway President, Kraft Foods,
Tarrytown, NY 10591 Inc.
J. R. Immelt General Electric Company President, General Electric
3135 Easton Turnpike Company
Fairfield, CT 06431
A. Jung Avon Products, Inc President and Chief
1345 Avenue of the Operating Officer, Avon
Americas Products, Inc.
New York, NY 10105
Page 30 of 33
K. G. Langone Invemed Associates, Inc. Chairman, President and
375 Park Avenue Chief Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
R. B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer, Ogilvy &
New York, NY 10105 Mather Worldwide
S. G. McNealy Sun Microsystems, Inc. Chairman, President and
901 San Antonio Road Chief Executive Officer,
Palo Alto, CA 94304 Sun Microsystems, Inc.
G. G. Michelson Federated Department Former Member of the Board
Stores of Directors, Federated
151 West 34th Street Department Stores
New York, NY 10001
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, GA 30303
R. S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive, West President, Penske
Detroit, MI 48239-4001 Corporation
F. H. T. Rhodes Cornell University President Emeritus, Cornell
3104 Snee Building University
Ithaca, NY 14853
A. C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO and former
1 Champion Plaza Director, Champion
Stamford, CT 06921 International Corporation
D. A. Warner III J.P. Morgan Chase & Chairman of the Board, J.P.
Co., Inc. Morgan Chase & Co.
60 Wall Street
New York, NY 10260
J. F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
Page 31 of 33
R. C. Wright General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company
Executive Officers
J. F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer,
Fairfield, CT 06431 General Electric Company
R. C. Wright General Electric Company Chief Executive Officer &
3135 Easton Turnpike President
Fairfield, CT 06431
M. W. Begor National Broadcasting Vice President & Treasurer
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Each person listed above is a citizen of the United States of America except
A. Jung, who is a citizen of Canada.
Page 32 of 33
EXHIBIT INDEX
Exhibit No.
------------------
Exhibit 1 Joint Filing Agreement dated as of April 10, 2001 by and
among the Reporting Persons.
Exhibit 10 Agreement of Merger and Plan of Liquidation and
Dissolution dated as of April 8, 2001 by and among NBC,
Merger Sub and the Issuer.
Page 33 of 33