Edgar Filing: TIVO INC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
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. __)

TIVO INC.

Common Stock, $.001 par value per share 888706108
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(Title of class of securities) (CUSIP number)

Lawrence P. Tu, Executive Vice President and General Counsel
National Broadcasting Company, Inc.
30 Rockefeller Plaza, New York, NY 10012,
(212) 664-7024
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(Name, address and telephone number of person authorized
to receive notices and communications)

August 28, 2001
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(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 [_].

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CUSIP NO. 888706108 13D Page 2 of

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1 NAME OF REPORTING PERSON: National Broadcasting Company, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
14-1682529
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS: WC

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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]

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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

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NUMBER OF 7 SOLE VOTING POWER: 3,996,971
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 3,996,971
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
3,996,971
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.3% *

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14 TYPE OF REPORTING PERSON: CO

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* Based on 45,167,179 common stock outstanding as of December 10,
2001 as reported in the Company's Quarterly Report on Form 10Q for the
quarterly period ended October 31, 2001.

CUSIP NO. 888706108 13D Page 3 of

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1 NAME OF REPORTING PERSON:
National Broadcasting Company Holding, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
13-3448662
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS: Not applicable

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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

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NUMBER OF 7 SOLE VOTING POWER: Disclaimed (see 11
SHARES below)
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BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (see 11
REPORTING below)
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PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-

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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
Beneficial ownership of all shares disclaimed by National
Broadcasting Company Holding, Inc.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
Not applicable (see 11 above)

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14 TYPE OF REPORTING PERSON: CO

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CUSIP NO. 888706108 13D Page 4 of

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1 NAME OF REPORTING PERSON:
General Electric Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
14-0689340
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [X]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS: Not applicable

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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e): [_]

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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

----------------------- ----- -------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: Disclaimed (see 11 below)
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (see 11 below)
REPORTING
-------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: -0-

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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [_]

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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
Not applicable (see 11 above)

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14 TYPE OF REPORTING PERSON: CO

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Item 1. Security and Issuer.

The title and class of equity security to which this statement on
Schedule 13D relates is the common stock, par value $.001 per share of
TiVo, Inc., a Delaware corporation (the "Company"). The address of the
Company's principal executive office is 2160 Gold Street, Alviso,
California 95002.

Item 2. Identity and Background.

This statement is being filed by National Broadcasting Company,
Inc. ("NBC"), for and on behalf of itself, National Broadcasting Company
Holding, Inc. ("NBC Holding") and General Electric Company ("GE"). The
transactions disclosed in this statement herein are referred to as the
"Investment." NBC is a wholly owned subsidiary of NBC Holding and NBC
Holding is a wholly owned subsidiary of GE. NBC, NBC Holding and GE are
referred to herein as the "Reporting Persons." An agreement among the
Reporting Persons with 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
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 which owns all of 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.

The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of NBC,
NBC Holding and GE are set forth on Schedules A, B and C attached hereto,
respectively.

Except as set forth on Schedule D hereto, during the last five
years none of the Reporting Persons, nor, to the best of their knowledge,
any 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 statement 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 3. Source and Amount of Funds or Other Consideration.

On April 26, 1999, NBC acquired 1,013,415 shares of the Company's
Series G Preferred Stock (the "Preferred Shares"). The Preferred Shares
automatically converted to Common Stock upon the Company's initial public
offering in September 1999. NBC paid an aggregate purchase price of
$7,500,000 from its working capital. In connection therewith, (1) NBC, the
Company and the other investors thereto entered into the Sixth Amended and
Restated Investor Rights Agreement, dated as of April 16, 1999 (the
"Investor Rights Agreement") which provides for certain transfer
restrictions, registration rights, board rights and rights of first refusal
and (2) NBC and the Company entered into a Programming Agreement dated as
of April 16, 1999 (the "Programming Agreement") providing for certain
services and rights to NBC.

On August 28, 2001, NBC acquired (1) $10,000,000 aggregate
principal amount of 7% Convertible Senior Notes Due 2006 (the "Note"), (2)
490,196 Warrants (each a "Five-Year Warrant") to purchase one share of TiVo
common stock, par value $.001 per share (the "Common Stock") and (3)
742,721 Units (each a "Unit"), each consisting of (a) 742,721 Warrants
(each a "One-Year Warrant") to purchase one share of Common Stock and
245,098 Warrants (each a "Five-Year Terminable Warrant" and, together with
the Five-Year Warrants and the One-Year Warrants, the "Warrants"; the Notes
and the Warrants are hereinafter referred to as the "Securities") to
purchase .33 of a share of Common Stock. NBC paid an aggregate purchase
price of $10,000,000 from its working capital. In addition, NBC and the
Company executed (1) an Addendum to the April 16, 1999 programming
agreement between NBC and the Company, dated as of August 28, 2001 (the
"Programming Agreement Addendum") describing certain services to be
provided by the Company to NBC and (2) an advertising agreement (the
"Advertising Agreement") between NBC and the Company, dated as of August
28, 2001, for the purchase of advertising spots by the Company from NBC.

David Zaslav, President of NBC Cable, has been serving as a
director on the Company's Board of Directors since September 20, 2000. In
connection therewith, Zaslav entered into an agreement with NBC, dated as
of September 20, 2000 (the "Nominee Agreement"), whereby Zaslav agreed to
hold as a nominee of NBC all current and future stock options granted by
the Company to Zaslav in his capacity as a non-employee board member of the
Company. Pursuant to the Nominee Agreement, Zaslav agreed to act upon the
instructions of NBC with regard to such options. As of the date of this
Schedule 13D, Zaslav has been granted options to purchase up to 20,000
shares of the Company's Common Stock, 13,333 of which have vested and none
of which have been exercised.

Item 4. Purpose of Transaction.

NBC acquired the Securities of the Company as an investment and
holds them in the ordinary course of business and not with the purpose or
effect of changing the control of the Company.

NBC intends to review its investment on a regular basis and as a
result thereof may at any time or from time to time, acquire additional
securities of the Company or dispose of all or a portion of any securities
of the Company in the open market or otherwise. Any such acquisition or
disposition would be made in compliance with all applicable laws and
regulations.

NBC entered into a Series G Preferred Stock Purchase Agreement,
dated as of April 16, 1999 (the "Series G Preferred Purchase Agreement")
with the Company whereby it acquired 1,013,415 shares of the Company's
Series G Preferred Stock (the "Preferred Shares"). The Preferred Shares
automatically converted to Common Stock upon the Company's initial public
offering in September 1999. In connection with the Series G Preferred
Purchase Agreement, NBC, (1) the Company and the other investors thereto
entered into the Investor Rights Agreement and (2) NBC and the Company
entered into the Programming Agreement. Pursuant to the Amended and
Restated Certificate of Incorporation that was filed on April 15, 1999 in
connection with the issuance of the Series G Preferred Stock (the "Amended
Charter"), the holders of the Preferred Shares, voting together as a
separate class, have the right to elect to one member of the Company's
board of directors. David Zaslav, President of NBC Cable Networks currently
serves as the board designee of the Preferred Shares. Each of the
Agreements related to the foregoing is filed as an exhibit hereto (as
indicated below) and incorporated by reference herein.

The Investor Rights Agreement provides among other things, that,
other than certain permitted transfers, the Preferred Shares and the Common
Stock issuable upon conversion thereof may not be transferred unless there
is a registration statement in effect covering the proposed disposition and
the transferee has agreed to be bound by the terms of the Investor Rights
Agreement. The Investor Rights Agreement also provides for demand
registration rights, piggyback registration rights, Form S-3 registration
rights and a right of first refusal to purchase each holder's pro rata
share in any subsequent issuance of equity securities by the Company as
described in the Investor Rights Agreement.

NBC entered into a (1) Note and Warrant Purchase Agreement, dated
as of August 28, 2001 (the "Note and Warrant Purchase Agreement") with the
Company, (2) Registration Rights Agreement, dated as of August 28, 2001
(the "Registration Rights Agreement") with the Company, (3) Letter
Agreement, dated as of August 28, 2001 (the "Letter Agreement") with the
Company, (4) the Operational Agreement and (5) the Advertising Agreement to
effectuate the transactions contemplated by the Agreements (as described
below). Each of the Agreements related to the foregoing is filed as an
exhibit hereto (as indicated below) and incorporated by reference herein.

NBC and the Company entered into a Note and Warrant Purchase
Agreement whereby NBC acquired the (1) $10,000,000 aggregate principal
amount Note convertible into shares of Common Stock, (2) 490,196 Five-Year
Warrants to purchase one share of Common Stock and (3) 742,721 Units, each
consisting of (a) 742,721 One-Year Warrants to purchase one share of Common
Stock and 245,098 Five-Year Terminable Warrants to purchase .33 of a share
of Common Stock. This description is not complete and is subject to the
terms of the Note and Warrant Purchase Agreement which is attached as an
exhibit hereto.

The Notes are convertible at any time prior to maturity (August
15, 2006) into Common Stock, initially at a conversion price of $6.73 per
share, subject to certain conversion price adjustments. The Company may
redeem some or all of the Notes, at any time before maturity, at a
redemption price, in cash, of $1,000 per $1,000 principal amount of the
Notes, plus accrued and unpaid interest, if any, to, but excluding, the
redemption date. The holder of the Notes may require the Company to
repurchase the Notes, in cash at 110% of the principal amount of the Notes
plus accrued and unpaid interest, upon certain changes of control and the
delisting of the Common Stock.

Each Five Year Warrant represents the right to purchase one share
of Common Stock and is exercisable at any time on or before August 28,
2006. The exercise price of the Five Year Warrants is $7.85 per share of
Common Stock, subject to certain antidilution adjustments.

Each Unit consists of one One Year Warrant to purchase one share
of Common Stock and one Five Year Terminable Warrant to purchase .33 of a
share of Common Stock. The One Year Warrant and the Five Year Terminable
Warrant that comprise each Unit are not separately transferable, except
that upon the exercise of the One Year Warrant, the corresponding Five Year
Terminable Warrant may thereafter be separately transferred.

Each One Year Warrant represents the right to purchase one share
of Common Stock and is exercisable at any time on or before August 28,
2002, subject to early termination as described below. The exercise price
of the One Year Warrants is $6.73 per share of Common Stock, subject to
certain antidilution adjustments. The One Year Warrants are terminable by
the Company at any time if the closing price per share of the Common Stock
exceeds 150% of the then effective exercise price for any 20 out of 30
consecutive trading days (referred to as the "Determination Period") and
the shelf registration statement is effective and available for use at all
times during the period beginning 60 days prior to the date on which the
Company mails notice of the termination of the One Year Warrant and ending
on the 60th day after the mailing date of the notice of termination, and is
expected to remain effective and available for use for at least 30 days
following the 60th day. If the Company elects to terminate the One Year
Warrant, it may do so only if, within 30 days after the end of the
Determination Period, it provides notice of termination to the holders. The
One Year Warrants will expire 60 days after the mailing date of the notice
of termination.

Each Five Year Terminable Warrant represents the right to purchase
..33 of a share of Common Stock. The Five Year Terminable Warrants are
exercisable at any time on or after the separation date for such warrant
and on or before August 28, 2006, subject to early termination as described
below. The exercise price of the Five Year Terminable Warrants is $7.85 per
share of Common Stock, subject to certain antidilution adjustments. In the
event that the One Year Warrant included in such Unit terminates or expires
without having been exercised, the corresponding Five Year Terminable
Warrant will also terminate. The termination of the Five Year Terminable
Warrant will be effective as of the date of the termination or expiration
of the One Year Warrant.

The Registration Rights Agreement provides that the Company will
file a shelf registration statement for the resale of the Notes, the Common
Stock issuable upon conversion of the Notes, the Warrants and the Common
Stock issuable upon exercise of the Warrants and maintain the effectiveness
of such shelf registration statement until the earlier of the sale of all
of the registrable securities under the registration statement and August
28, 2003.

The Letter Agreement provides that during the first 45 days after
any conversion of Notes or exercise of Warrants by NBC, NBC shall not sell
or transfer the Common Stock issued upon conversion of such Notes or upon
the exercise of such Warrants.

The above description of the Preferred Shares and the Securities
is not complete and is subject to the terms of the applicable agreements
and documents attached hereto as exhibits and incorporated herein by
reference.

Although the foregoing represents the range of activities
currently contemplated by the Reporting Persons with respect to the
Company, it should be noted that the possible activities of the Reporting
Persons are subject to change at any time.

Except as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.

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 statement on Schedule 13D are incorporated
herein by reference. As of February 6, 2002, NBC beneficially owned in the
aggregate 3,976,971 shares of the Common Stock of the Company (assuming the
conversion of all of its Notes and the exercise of its Warrants),
representing approximately 8.3% of the outstanding shares of the Company
(based on the number of shares outstanding as of December 10, 2001 as
reported in the Company's Quarterly Report on Form 10Q for the quarterly
period ended October 31, 2001), after giving effect to the issuance of
Common Stock by the Company to NBC pursuant to the Note and Warrant
Purchase Agreement and assuming NBC's conversion of all of its Notes and
Warrants.

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 of the
Company.

(b) The responses of the Reporting Persons to (i) Rows (7) through
(10) of the cover pages of this statement on Schedule 13D and (ii) Item
5(a) hereof are incorporated herein by reference. As further described in
Item 6, NBC has entered into an arrangement with respect to the disposition
of the Common Stock acquired pursuant to the Note and Warrant Purchase
Agreement.

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
of the Company which they may be deemed to beneficially own.

(c ) Except as disclosed in Item 3 hereof, 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 of the
Company during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Neither the filing of this Schedule 13D or any amendment thereto,
nor anything contained herein is intended as, or should be construed as, an
admission that GE or NBC Holding is the "beneficial owner" of any shares of
Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

The response to Items 3, 4 and 5 hereof is incorporated herein by
reference. Except as set forth in this Schedule 13D, to the best knowledge
of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named in Item 2 and between such persons and any person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting
of any of the securities of the Issuer, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, or a pledge or contingency
the occurrence of which would give another person voting power or
investment power over the securities of the Company.

A joint filing agreement among the Reporting Persons with respect
to the filing of this Schedule 13D and any amendments thereto is attached
hereto as Exhibit 1.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement by and among National Broadcasting
Company, Inc., National Broadcasting Company Holding,
Inc. and General Electric Company, dated February 14,
2002.

Exhibit 2 Series G Preferred Stock Agreement by and between TiVo,
Inc., and NBC Multimedia, Inc., dated as of April 16,
1999.

Exhibit 3 Sixth Amended and Restated Investor Rights Agreement by
and among TiVo, Inc., and the purchasers of the Company's
Series A, B, C, D, E, F and G Preferred Stock and
Registrable Common Stock, dated as of April 16, 1999.

Exhibit 4 Amended and Restated Certificate of Incorporation of TiVo
Inc. filed on April 15, 1999.

Exhibit 5 Note and Warrant Purchase Agreement, dated as of August
28, 2001 between NBC and the TiVo Inc.

Exhibit 6 Registration Rights Agreement, dated as of August 28,
2001, between NBC and TiVo Inc.

Exhibit 7 Letter agreement, dated as of August 28, 2001, between
NBC and TiVo Inc.

Exhibit 8 Advertising Agreement between NBC and the Company, dated
as of August 28, 2001.

Exhibit 9 Warrant Agreement (for One Year Warrants), dated as of
August 28, 2001, between TiVo Inc. and The Bank of New
York as Warrant Agent.

Exhibit 10 Warrant Agreement (for Five Year Terminable Warrants),
dated as of August 28, 2001, between TiVo Inc. and The
Bank of New York as Warrant Agent.

Exhibit 11 Warrant Agreement (for Five Year Warrants), dated as of
August 28, 2001, between TiVo Inc. and The Bank of New
York as Warrant Agent.

Exhibit 12 Indenture, dated as of August 28, 2001, between TiVo,
Inc. as Issuer and The Bank of New York, as Trustee for
7% Convertible Senior Notes Due 2006.

Exhibit 13 7% Convertible Senior Notes due 2006 No. CSN-17 (CUSIP
no. 888706AB4)

Exhibit 14 Warrant Certificate No. FYW-17 (CUSIP No. 888706 12 4)
(Five Year Warrant)

Exhibit 15 Warrant Certificate No. OYW-17 (Unit CUSIP No. 888706 40
5; Warrant CUSIP No. 888-706 15 7) (One Year Warrant)

Exhibit 16 Warrant Certificate No. FYTW-17 (Unit CUSIP No. 888706 40
5; Warrant CUSIP No. 888706 14 0) (Five Year Terminable
Warrant).

Exhibit 17 Nominee Agreement, dated as of September 20, 2000,
between David Zaslav and National Broadcasting Company,
Inc.

SIGNATURES

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: March 18, 2002

GENERAL ELECTRIC COMPANY

By: /s/ Robert E. Healing
---------------------------------
Name: Robert E. Healing
Title: Attorney-in-Fact

NATIONAL BROADCASTING COMPANY HOLDING, INC.

By: /s/ Elizabeth A. Newell
----------------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary

NATIONAL BROADCASTING COMPANY, INC.

By: /s/ Elizabeth A. Newell
----------------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary

SCHEDULE A

NATIONAL BROADCASTING COMPANY, INC.

DIRECTORS

PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------

S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045

D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company; Chairman,
General Electric Capital
Services, Inc.

P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy

A. M. Fudge General Electric Company Former Executive Vice President
3135 Easton Turnpike Kraft Foods, Inc.
Fairfield, CT 06431

J. R. Immelt General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company

A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.

K.G. Langone Invemed Associates, Inc. Chairman, President and Chief
375 Park Avenue Executive Officer,
New York, NY 10152 Invemed Associates, Inc.

R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer
New York, NY 10019-7316

S.G. McNealy Sun Microsystems, Inc. Chairman, President and Chief
901 San Antonio Road Executive Officer,
Palo Alto, CA 94303-4900 Sun Microsystems, Inc.

G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores

S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303

R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation

F.H.T. Rhodes Cornell University President Emeritus,
3104 Snee Building Cornell University
Ithaca, NY 14853

G. L. Rogers General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06431 Electric Company

A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation

D.A. Warner III J. P. Morgan Chase & Co., Chairman of the Board
270 Park Avenue The Chase Manhattan Bank and
New York, NY 10017-2070 Morgan Guaranty Trust Co. of
New York

R. C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
National Broadcasting Company, Inc.

Citizenship
P. Fresco Italy
Andrea Jung Canada
All Others U.S.A.

NATIONAL BROADCASTING COMPANY, INC

EXECUTIVE OFFICERS

PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- ----------------------

J.R. Immelt General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431

Mark Vachon National Broadcasting Company, Inc. Executive Vice President/
30 Rockefeller Plaza Chief Financial Officer/
New York, NY 10112 Treasurer

W. L. Bolster National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

R. Cotton National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

D. Ebersol National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

J. W. Eck National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

R. A. Falco National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

B. W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and Secretary
Fairfield, CT 06431 General Electric Company

J. W. Ireland III National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

A. R. Lack National Broadcasting Company, Inc. President and Chief Operating
30 Rockefeller Plaza Officer
New York, NY 10112

P. Madison National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

S. Sassa National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

E. J. Scanlon National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

N. Shapiro National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

P. Thomas-Graham National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

L. Tu National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

M. Yudkovitz National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

D. Zaslav National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

J. Zucker National Broadcasting Company, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112

SCHEDULE B

NATIONAL BROADCASTING COMPANY HOLDING, INC.

DIRECTORS

PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------

James I. Cash, Jr. Harvard Business School Professor of Business
Morgan Hall Administration-Graduate
Soldiers Field Road School of Business
Boston, MA 02163 Administration, Harvard
University

S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045

P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy

Claudio Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and 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