ValueVision Media, Inc.

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule 14a-12
ValueVision Media, Inc.
(Name of Registrant as Specified In Its Charter)
Clinton Magnolia Master Fund, Ltd.
Clinton Relational Opportunity Master Fund, L.P.
Clinton Relational Opportunity, LLC
Channel Commerce Partners, L.P.
GEH Capital, Inc.
Clinton Group, Inc.
George E. Hall
Thomas D. Beers
Mark Bozek
Ronald L. Frasch
Thomas D. Mottola
Robert Rosenblatt
Fred Siegel
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
No fee required.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
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On May 28, 2014, Clinton Group, Inc. and its affiliates (collectively, "Clinton") issued a press release linking to a presentation to shareholders
(the “Shareholder Presentation”). A copy of the press release is filed herewith as Exhibit 1 and a copy Shareholder Presentation is filed
herewith as Exhibit 2.
Also on May 28, 2014, Clinton posted an additional reference to the Shareholder Presentation in the "Shareholder Materials" section of
www.AddValueAndVision.com (the "Website"). A copy of the additional reference is filed herewith as Exhibit 3.
Also on May 28, 2014, Okapi Partners LLC, Clinton's proxy solicitor, sent an email to certain shareholders and parties that signed up for an
email list alert list on the Website containing the Shareholder Presentation. A copy of the email is filed herewith as Exhibit 4.
EXHIBIT 1
Clinton Group Distributes Presentation to ValueVision Media Stockholders
NEW YORK, May 28, 2014 /PRNewswire/ -- Clinton Group, Inc. ("Clinton Group") announced today that it has distributed a slide
presentation regarding its campaign to replace a majority of the board of directors of ValueVision Media, Inc. (Nasdaq: VVTV).
Clinton Group has nominated six independent professionals for the Board of Directors of ValueVision and is soliciting votes from
fellow ValueVision shareholders for the election of these individuals at ValueVision’s annual meeting, which is scheduled for June
18, 2014.
“We believe the objective evidence of the ValueVision’s underperformance is clear,” said Gregory P. Taxin, President of Clinton
Group, Inc. “Perhaps worse is the lack of an ambitious plan to make optimal use of the Company’s uncommon and valuable asset,
its distribution agreements with the major cable and satellite companies in the United States. We believe our nominees can help to
create significant shareholder value by implementing the detailed plan outlined in our presentation.”
Clinton Group urges its fellow stockholders to review the definitive proxy materials and the presentation on ValueVision Media,
both of which are available at www.AddValueAndVision.com and to vote for change at the annual meeting. The Clinton Group’s
presentation on ValueVision Media is available directly at http://bit.ly/TTprEX .
Stockholders with questions should contact Okapi Partners LLC at (212) 297-0720 or Toll-Free (855) 305-0857 or by email to
[email protected].
About Clinton Group, Inc.
Clinton Group, Inc. is a Registered Investment Advisor based in New York City. The firm has been investing in global markets
since its inception in 1991 with expertise that spans a wide range of investment styles and asset classes.
Important Additional Information
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., CLINTON MAGNOLIA MASTER FUND,
LTD., CLINTON RELATIONAL OPPORTUNITY, LLC, GEH CAPITAL, INC., CHANNEL COMMERCE
PARTNERS, L.P., CLINTON GROUP, INC., GEORGE E. HALL (COLLECTIVELY, "CLINTON") THOMAS D.
BEERS, MARK BOZEK, RONALD L. FRASCH, THOMAS D. MOTTOLA, ROBERT ROSENBLATT AND FRED
SIEGEL (TOGETHER WITH CLINTON, THE "PARTICIPANTS") HAVE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING
FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS' SOLICITATION OF
PROXIES FROM THE STOCKHOLDERS OF VALUEVISION MEDIA, INC. (THE "COMPANY") FOR USE AT
THE COMPANY'S 2014 ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL
STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT
AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION BY THE PARTICIPANTS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO
THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD HAVE
BEEN FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH
OTHER RELEVANT
DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV/. IN
ADDITION, OKAPI PARTNERS LLC, CLINTON'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE
DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON
REQUEST BY CALLING (212) 297-0720 OR TOLL FREE AT (855) 305-0857.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT
INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT ON
SCHEDULE 14A FILED BY CLINTON. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM
THE SOURCES INDICATED ABOVE.
CONTACT: N. Lennox, +1-212-825-0400.
I N FRA STRU CTURE | A G I L I T Y | E X P E R T I S E Globally D ivers if ied Investment Institution Sp ecializing In Alternative I nvestment Strategies En han cing Stockholder V alu e at ValueVision Media, Inc. Informatio n contained herein may be based o n data obtained from recogn ized statistical s ervices, is suer reports or communications, o r oth er s ources believed to be reliable. How ever, w e have not verified su ch information and w e do not make any representations as to its accuracy o r completeness . Any s tatements that ar e non - f actual in nature cons titute only current opinions, which are s ubject to change. No part of this rep ort may be reprod uced in any mann er without the prior p ermiss io n of Clinton G roup, Inc. This presentation sho uld be r ead in conjunction w ith impor tant d is clos ures included with this booklet. Reg is tration w ith the S ecurities and Exchan ge Commis sion does not imply a certain level of skill or training. © Clinton Group, Inc. 2014. A ll rights res erved. May 2014 ww w.Ad dValueAndV is ion.com
Page 1 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies Important Inf ormation C LI NTON R ELA TI ON AL O PP OR TU NITY M AS TER F UN D, L.P., CLINTO N MA GN OLIA M AS TER F UN D, LTD ., CLIN TON RELATIO NA L O PP ORTU NITY , LLC, CHA NN EL CO MM ER CE P ARTN ERS , L.P., GEH CA PITA L, INC., CLIN TO N GR OU P, IN C., GEO RGE E. H A LL (COLLECTIVELY , "CLIN TON ") THO MA S D. BEERS , MA RK BO ZEK , RO NA LD L. F RA SCH , THO MA S D. M OTTO LA , RO BERT RO SEN BLATT A ND F RED SIEG EL (TOG ETH ER WITH CLIN TON , THE "P ARTICIP AN TS") H AV E F ILED WITH TH E SECU RITIES AN D EXCH AN GE COM M ISS ION (TH E "SEC") A D EFIN ITIVE PRO XY S TATEMENT AN D AC COM PA NY ING F OR M OF P ROX Y CA RD TO BE U SED IN CO NN ECTION WITH THE PA RTICIP AN TS ' SO LIC ITATION O F P ROX IES FRO M THE STOCK HO LDERS O F VA LUEVI SIO N MED IA, IN C. (TH E "COM PA NY ") FO R US E AT THE COM PA NY 'S 2014 AN NU AL MEETING O F STO CKH OLD ERS (THE "P ROX Y SO LICITATIO N"). ALL STOCK HO LDERS O F THE COM PA NY A RE A DV ISED TO REA D TH E D EFIN ITIVE PRO XY S TATEMEN T AN D O TH ER D OC UM EN TS RELATED TO TH E P ROX Y SO LICITATIO N BY THE PA RTICIP AN TS B EC AU SE TH EY CON TAIN IM PO RTAN T IN FO RMA TION , IN CLU DI NG A DD ITION AL INF ORM ATIO N RELATED TO TH E P ARTICI PA NTS. TH E D EF IN ITI VE P RO XY S TA TEMENT AN D AC COM PA NY ING P ROX Y CA RD HA VE BEEN FU RNIS HED TO S OM E O R A LL OF TH E CO MP AN Y'S STOCK HO LDERS A ND A RE, ALO NG WITH O THER RELEV AN T D OCU MEN TS , AV AI LA BLE A T N O CHA RGE ON TH E S EC 'S WEB S ITE AT HTTP://WWW.SEC.GO V/. IN A DD ITION , O KA PI
PA RTNERS LLC, CLIN TON 'S PR OX Y SO LIC ITOR, WILL P RO VID E CO PIES O F THE D EFIN ITIVE PRO XY S TATEMEN T AN D A CCOM PA NY ING PRO XY CA RD WITHO UT CHA RG E UP ON REQ U ES T BY C ALLING (2 12) 2 97 - 0720 O R TO LL FREE AT ( 855) 305 - 0857 . INF ORM ATIO N AB OU T THE PA RTICIPA NTS A ND A D ESCRI PTION OF THEIR D IRECT O R IN DIR EC T IN TERES TS B Y SECU RITY HO LDIN GS IS CO NTA INED IN TH E D EF INI TIV E P ROX Y S TA TEM ENT ON S CHED ULE 1 4A FILED BY CLIN TON . THIS D OCU MEN T CA N BE O BTAIN ED FREE OF CH ARG E F ROM TH E S OU RCES IND ICA TED A BOV E.
Page 2 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies ▪ M ulti - channel electronic retailer know n as “ Shop HQ ” ( formerly “ S hopN BC ”) ▪ Distribution into 8 7 million U.S. ho mes on all major cable and satellite sys tems ▪ Distant third - place mar ket share, behind Q VC and HS N ▪ 2013 revenue and adjusted EB ITD A of $640 mm and $ 18 mm V alu eV ision M edia (NA SD AQ : V VTV ) O verview D iluted shares outstandin g (mm) 55.1 P rice p er share (5/22/1 4) $4 .33 Market v alue o f equity ($ mm) $2 38.8 Enter pris e value ($ mm) $24 9.6
Page 3 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies Executive Summary ▪ V alueVis ion M ed ia has a valuable, uncommon ass et in its ubiquito us dis trib ution on cable and satellite sys tems in the United States – We believe the Company has failed to exp loit this ass et for the ben efit of s tockholders – Five y ears into the tenure of the cur rent CEO, the Compan y s till prod uces less revenue per home than it d id in every year from 1999 to 2007 ▪ As a stock, V alueVis ion has performed poo rly for stockholders , except for lu cky s tockho lders that boug ht at the nadir o f the financial cris is – The s tock is down 17% since J anuary 20 10, wh ile H SN is up 165% and QV C is up 264% – Stock trades to day at less than o ne - third the average price for which it traded during the ten years prior to cu rren t CEO’s tenure ▪ In our view , V alueVis ion has a tired s tr ategy, remin is cent of 19 90s style home s hopping – HS N and Q VC (and other eCommerce companies ) h ave mo ved on, creating more engaging programming w ith proprietary brands – ValueVision is still b road casting in s tandard defin ition f rom outdated studios , w itho ut sizzle or engaging co ntent, in our v iew ▪ Op erationally, w e believe the Company has failed to execute well on a nu mber of important fro nts : – Lack of s ucces sful proprietary brands and a product mix that d iffers s ign ificantly from competitors has hurt penetration and productivity per h ome – P rogramming is extremely repetitive and has not attracted viewers – Return rates are the highest in th e industry ▪ Despite years of promis ing improved stock p rice and revenue and profit performance, the management team h as no t delivered ▪ We are co ncerned about governance as w ell – Extremely high and disparate Board compensation – N o few er than 12 members of senior management team live more th an 9 00 miles fr om the Company – Compan y has made
exercis ing the s hareho lder franchis e difficult ▪ We believe our Board nominees can get V alu eV ision o n track w ith impr oved s trategy and operation s
Page 4 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies 0 So me History: Tw o Tu multuous Y ears O ctob er 26, 20 07: Board fires C EO s uddenly and lowers guidance to $5 - 10mm EBITD A Aug ust 2 2, 2008: Keith Stewart joins as CO O with all day - to - d ay management resp onsibilities S eptember 1 1, 2008: Annou nces s trategic alternatives review w ith Piper Jaffray January 7, 2009: Annou nces cable relationships have expired and cost reduction actions January 18, 20 08: A nnounces Q3 reven ue dow n 3 2% “We s hot ou rselves in the foot. It w as all abou t poor execution. It was all abo ut a backward bus ines s mo del. It’s w hy w e haven’t d elivered more than a dollar of earn ings in 18 years . A nd that is going to change.” – K eith Stewart 1 January 27, 200 9: An nounces no final bids received in s ales process S ource: Compan y filings and Capital IQ through Decemb er 31, 20 09. (1) Keith S tew art quoted in Minneapolis S tar Tribune, May 3, 2009 . Keith S tewart became CEO after significant tu rnover: 4 CEOs in 15 months $0 .00 $2.00 $4.00 $6.00 $8.00 $1 0.00 $12.00 $14.00 C EO : Lansing Buck A iu B uck S tew art
Page 5 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies -10 0% - 50% 0% 5 0% 1 00% 150% 200% 250% 300% 350% 400% J an -10 S ep-10 Jun-11 M ar -12 D ec-1 2 S ep-13 VV TV P eer Index Russ ell 2000 Index H SN LIN T.A $0 .00 $10.00 $20.00 $3 0.00 $40.00 $50.00 $60.0 0 $70 .00 1999 2000 2001 2002 2003 2004 2005 2006 2007 200 8 200 9 201 0 201 1 201 2 20 13 20 14 V VTV P re-Stewart A verag e Keith S tew ar t Average - 120% -100% -80% -60% -40% -20% 0% 20% 40% J an-0 8 M ay-08 Oct-08 M ar-09 Aug- 09 D ec-0 9 V VTV P eer Index R uss ell 20 00 In dex P erfo rmance H as Been Dis app ointing Under Stewart S ource: Capital IQ th rough May 22, 2014. Peers from V VTV 201 4 P roxy and include 1 - 800 - F LO WERS.COM , Inc.; Big 5 S porting G oods Corpo ration; B lue Nile, Inc.; Cato Corporatio n; Coldw ater C reek Inc.; dELiA *s , Inc.; Liquidity S ervices , Inc.; New Yor k & Company In c.; N utris ystem , In c.; O verstock.com I nc.; P acific S unwear o f California Inc.; priceline.com Incorpo rated; S elect Comfort Corporatio n; and Tues day M orning Corporatio n. 10 - Y ear Av erage: $14 .77 ValueVision M edia S tock P rice Performance VV TV’s s tock has underperformed peers and the Russ ell 2 000 I ndex s ince 2010 2008 to 2009 CEO Tenure A verag e: $3.5 1 K eith Stewart Era, 2009 - 2014 January 1, 2010 to M ay 2 2, 2014 1/26/09: S tew art becomes CEO after stock collapses 94% in 200 8 S to ck is down 17% s ince J anuary 2 010 9 /22 /08: Stewart named C OO 2009 s tock price reco very gets VV TV back to R 2000 level - 17% +74 % + 264% + 165% +282%
Page 6 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies -20 0% 0 % 20 0% 4 00% 600% 800% 1000% 1200% 140 0% 1 600% 1800% Jan-09 J an-1 0 J an -11 J an-12 Jan-13 Jan-14 VV TV HS N LINT.A Lags P eers O n Key Metrics ; Has D eclinin g S hare Indexed To tal Return Since S tew art Named CEO H is torical Revenue Rev enu e Share $691 $767 $781 $640 2005 2006 2007 2013 $1,887 $1,88 4 $1,892 $2,312 2005 2006 2007 2013 $4,640 $ 4,98 3 $5,208 $5,844 2005 2006 2007 2013 VV TV HS N 1 Q VC 2 - 7 % + 22% +26 % S ource: Company filings and Capital IQ throug h M ay 22 , 2014. (1) H ome Sho ppin g N etw ork segmen t only. (2) Un ited S tates geography only. + 733% +111 9% + 1047% V alueV is ion s tock has underperformed, its revenue growth has lagged an d it is losing share to competitors HS N 24% QV C - U S 66% VV TV 10% 2007 Reven ue HS N 26% Q VC - U S 67% VV TV 7% 2013 Reven ue
Page 7 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies F ailure To Execute On Oppo rtun ity U.S. H ous eho lds R eached (mm) Revenu e Per Home 1 3.3x 7.7x 1.2x 1.1x ▪ With access to 87 million homes, V alueV is io n has every opportunity to succeed in creating a big an d pro fitable bus ines s – P roductiv ity of the programming (i.e. revenue g enerated from each home) lags significantly behind its peer companies – Even tho ugh the peers already prod uce more revenue per home, th ey are also grow ing this metric faster than VV TV – There is no structural barrier to V alu eV is ion p erfo rming as well as the comp etition ▪ How ever , V alueV is io n is not on a co urse to break out of its pattern of f inancial an d s to ck underperformance, in our view – V alueV is io n s till lacks compelling and p roprietary products in the right var iety – The p rogramming is n ot engaging and is excess ively repetitiv e ▪ Management’s failure to fully use the Compan y’s ubiquitou s dis tribu tion productivity has harmed stockholders – Tod ay , VV TV rep res ents jus t a tiny fraction o f the enterprise v alue in the industry – Becaus e of th e operating leverage in the bus in es s mo del, driving additional revenue p er home can create tremendous value fo r s tockho lders S ource: Company filings. (1) R evenue per H ome defined as sales d ivided by U.S. hou seholds reached. S ource; ValueVision Investor Pres entation , April 2 014, and public filings for HS N and QV C. (2) VV TV stock price as of May 16, 2014 . HS N enterpris e valu e calculated as U .S . EBITDA f or the LTM period end ed 3/31/14 of $2 61 mm times b lended LTM EBITD A trading multiple of 10.1x. Q VC enterpris e valu e calculated as U .S . A dju sted EBITDA of $1,353mm for the LTM period en ded 3/31/14 times the blend ed LTM EBITDA trading multiple, adjusted fo r minority interes t, of 9 .6x. 8 7 96 106 VV TV HS N QV C En terprise Value A ttributed to
U .S . ($ mm) 2 $2 50 $2 ,638 $12,997 VV TV HS N QV C 51x 10x C omp ounded A nnual G row th In Sales P er H ome 1 - 6.8% +0 .1 % +2.6 % V VTV H SN Q VC 2007 - 2013 0.9% + 2.5 % +3 .1 % VV TV H SN QV C 200 9 - 2013 $7 $24 $57 VV TV H SN QV C
Page 8 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies Co mpany H as F ailed To Develop P roprietary Brands V VTV 2 QV C HS N ▪ Q VC and HS N have focus ed on developing such brands ▪ ValueVision appears to have few su ccess ful propr ietar y br and s ( 1) S elected brands are not a complete list and are among the brands that we believe have s ales of more than $2 5 million an nually. (2 ) The C omp any no longer d is clos es a lis t of proprietary brands , but w e are not aw are of any s ignificant revenue contributors that a re proprietary, except the tw o b rand s listed abo ve. ▪ J oan Rivers J ew elry ▪ Sus an G raver F as hions ▪ Dennis Bass o F as hions ▪ Quacker F actory Fas hio ns ▪ D enim & Co . ▪ I saac Mizrahi LIVE ▪ Cooks Ess en tials ▪ Eter na Go ld Jew elry ▪ Diamoniq ue Jew elry ▪ Lori G ren ier Home ▪ V incenza S ty le ▪ J udith Ripka ▪ N orthern N ights ▪ A ndrew Les sman ( V itamins ) ▪ J oy Mangano ▪ Wolfgang Puck Cookw are ▪ Signature Club A ▪ Diane G ilman F as hions ▪ Iman Fas hio ns ▪ A ntthony Design Originals ▪ P erlier B ath & Bod y ▪ V ictoria Wieck Jewelry ▪ Abs olu te Jewelry ▪ S eriou s Skin Car e ▪ Cozelle Linens ▪ K ate an d M allory Clinton N ominee M ark Bozek, former CEO of HS N, on w hy proprietary brands matter: “ F or 30 y ears , th es e bus in es ses have been b uilt o n developing and selling brands and items th at are proprietary to each n etwo rk – that is, they can’t be found elsewhere. Brand defin ition in multi - channel electronic retailing isn ’t just abo ut a name – it’s about a perso nality, the bigger the better. Look at Joan Rivers , D enn is Bas so, J oy Mangano and Lori G renier . They are all b igg er than life, even over the to p. They entertain, engage and sell seamles sly. This is ho w succes sful mu lti - channel electronic retailers b uild customer engagement and loyalty . Success (and mor e impo rtantly p rofit) cann ot be measured simply by a label on a box . QV C and HS N
have developed d ozens of exclus ive, proprietary brands that remain the back bone of their success on revenue, margin and pr ofits . Thes e prop rietary b rand s also command the mos t significant amount of airtime and online pres ence. In this w ay, QV C an d H SN expend their most pr ecious resour ce – airtime – to b uild brands that only they sell and profit from . In the fiv e years cu rren t VV TV managemen t has been in p lace, they have yet to develop more than a handful of pr oprietary brands that have had any s ubstantial s uccess .” Selected M ajor Prop rietary B rand s 1 P roprietary brands and products are key to success in multi - ch ann el retailing
Page 9 G lobally Diversified Inv es tment In stitution Specializing In Alternative Inves tment S trategies P recious A ir time U sed To Pr omote Widely A vailable Brands ▪ V alueV is ion devotes significant airtime to Invicta watch es , S kinn Cosmetics and Waterford Crystal – The Invicta , S kin n and Waterford brands (and many of their products) are available els ewhere ( e.g. Invicta Sh ops, Co stco , Amazo n) – O ther to uted brands (e.g . Gucci, Versace, Ferragamo ) and p roducts are als o available online, on clos eo ut sites or at dis cou nters – We believe view er s may be buy ing elsewhere after w atching ValueVision’s extensive pr omotion of these non - pr oprietary brands ▪ In contrast, Q VC and H SN have expertise in developing h igh margin , proprietary brands and marketing thos e brands w ith storytelling aimed at both new and co re customers – S trong emphasis on product differentiation provides motivation for consumers to s hop on impulse – V iew ers cannot price co mpare , which leads to higher margins ▪ P romo ting third - party brands d oes n ot create cus tomer loy alty , unlike creating pr oprietary brands with r es onance Unlike H SN and QV C, the C omp any touts its reliance o n “ups cale, lu xury an d national” bran ds Brands on ShopH Q Can Be F ound Els ew here M any Retailers Sell Invicta Watches Many Retailers Sell Waterford Crys tal
Page 10 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies 56 % 33 % 43 % 11 % 12 % 0% 10% 20% 30% 40% 50% 60% 70% 200 8 M anag ement's Goal fo r 201 3 201 3 H SN Q VC 34% 45% 33% 51% 43% 0% 10% 20% 30% 40% 50% 60% 2008 M anagemen t's G oal for 2013 2013 HS N Q VC “…af ter a period o f approximately 3 - 5 years f rom fiscal 2008.” P roduct M ix D if ferent Than Competitors S ource: Company f ilings. ( 1) Repres ents merchand is e mix per ValueVision Management Presentation, March 20 14. (2) HS N Firs t Quarter 2 014 Earnings Call S lides, M ay 1 , 2014. (3 ) Interactive M edia, 20 13 F orm 10 - K, at I - 4 (glo bal data). J ew elry and Watches Segment: Percentage of Revenues H ome an d Electronics Segment: Percentage of Revenues 2009 V VTV Conference P res entation 1 1 Five y ears after embar king on an effort to s hift its pro duct mix, the Company h as on ly moved its mix modestly 2 3 ▪ Product mix remains vastly different than H SN and Q VC – O verly concentrated on jew elry and w atches – A high percentage of “ho me” pr oducts cons is t of non - exclusive mattr es ses, s heets , an d comforters ▪ M anagement has been promis in g a shift in product mix fo r years – Management recognized that s hif ting th e mix w as critical to driv ing revenue as early as 2009 (see s lide below ) – P rogress has been extremely slow or non - exis tent in some categ ories
Page 11 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies S trained Vendor Relationships ▪ We believe perception in the vendor commun ity is poor – We are aw are of several major vendors w ho w ill not w ork with the current merchandising team – Many s uccess ful vendors h ave left for other platforms – Examples in clude Le Vian C hoco late D iamonds , Sajen O ffering s, Rich Line G roup, O TC, G aller ie de Bijoux/Sony a Batone , S wiss Watch International/ Lehore B en Schmul , Sensa , Ang el Lift and P amela McCoy Collections – We are aware o f last - min ute ch ang es to pricing, v olu mes, scripts and air time that are unsettling to vendors ▪ D iff icult geography for merchants, v end ors an d on - air talent – Merchants ar e hard to find and so me ven dors unw illing to tr avel to Minneapolis to go on air Th ings We Have H eard F rom Curr ent an d F ormer V end ors " When K eith to ok ov er they became very k nee - jerky in all their decis io ns ab out w hat products to s ell and wh en .” "It was very frustrating that none of the senior executives w ere around, or even in th e State , on the weekends w hen big business w as s uppos ed to hap pen .” “Many of the proven vendors were shocked [by the ch ange in s chedules] and the majority of them have s in ce left.” Ther e is “no energy th ere.” “The biggest is sue w as an d s till remains is they never had a real p lan for merchandising, marketing, or pu blic relations . They w ere all over the board .” “Pr ior to [ the cu rren t] team they had a perspective and more o f a p roces s in place with vendo rs .” “The ques tion s I get as ked now are: What’s left in your inventory? What’s the cheap es t thing y ou have?” M er chants “do not have management over them to k eep [them] wor king hard. [M anagement] is only ther e three days a w eek.” We b elieve the Company’s relations hips with its vendors are w eak
Page 12 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies P rogramming S chedule Is R epetitive; Re - R uns At Night S ource: Sho pHQ .com, Q VC.co m, HS N.com HS N Pro gramming Schedule Excerpt Time S unday 5/25 M onday 5/26 Tuesd ay 5/27 6 P M Carol’s Daughter Electron ic Connection Liz Lange Fash ion s 7 P M NutriBullet & D es sert Bu llet w ith David Wolfe Concierge Collection – Sealy P osturepedic Clev er Carriage Company Handbags / A mik a Hair 8 P M Electronic Connection M emorial D ay S ale F inale H eid i Daus F as hion J ewelry 9 P M Joy M ang ano M emorial D ay S ale F inale D ian e Gilman Fas hio ns 10 P M Jo y M angano M emo rial D ay S ale Finale Amika H air Tool Collection 11 P M N utriBullet & D essert Bullet w ith David Wolfe Memorial Day Sale F inale TIM ELESS by N aeem K han Fashions Q VC Pr ogramming Schedule Excerp t Time S unday 5/25 M onday 5/26 Tues day 5/27 6 P M Canon Cameras P low & Hearth In the G arden A lg enis t Skin Care 7 PM D estin ation Gold PM S ty le with Lisa Roberts on Quacker F actory by Jeanne Bice 8 PM D estination Gold PM S tyle with Lisa Robertson Quacker F actory by Jeanne B ice 9 PM Can on C ameras Summer time - Plow & Hearth Tuesday Night B eauty 10 PM S usan Graver S tyle - Weekend Edition I SAA C MIZRA HI LIVE! Tues day Night Beauty 11 P M Canon Cameras Ou tdoo r Living - P low & Hearth Treat Y ourself to Jewelry Miniseries ShopH Q Pr ogramming Schedule Excerp t Time Sunday 5/25 M onday 5/26 Tues day 5/27 6 PM S kin n Cos metics Invicta Watch es M andi Clair e Handbags 7 PM Skinn Cosmetics Invicta Watches Mandi Claire H andbags 8 P M Invicta Watches Invicta Watches Invicta Watches 9 P M Invicta Watches I nvicta Watch es Inv icta Watches 10 PM I nvicta Watches Inv icta Watches Invicta Watches 11 PM Invicta Watches Invicta Watches Invicta Watches Compared to
Q VC an d H SN , Sho pHQ pr ogramming is less diverse, leading to few o pportunities for dis covery ▪ With pro gramming that is in our v iew monotonous and repetitiv e , viewers do not dis cov er new categories or br and s – F or w eek beginning May 20, S hopHQ d evo ted mo re than half o f its 28 h ours of live p rimetime pr ogramming to a s ingle non - exclusive b rand : Invicta – O n HS N, thos e same primetime hour s featured n o less than 10 s eparate propr ietary and exclus iv e brands , all of which received an equ al amount of air time ▪ ValueVision is now sho wing re - runs at night, wh ich dampens the connectio n to the customer and removes the impulse - buy nature of televised home sho ppin g, in ou r view – HS N and Q VC do not s how re - runs on their main channels
Page 13 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies While competitors have continued to in novate… Pr ogramming Lacks Sizzle And Innov ation … V alueV is ion continues to offer tired, s tandard definition programming cir ca 1995 " HS N Live co ntinues to provide its cus tomers w ith unparalleled live music experiences from some o f the mus ic ind ustry's biggest stars an d w e are excited to w elcome M ichael Bolton to the H SN Live stage," s aid A ndy Sheldon, EVP o f Television, Live Events and Creative for HS N. " We have s een tremendous s ucces s with our H SN Live concert series and are ready to take this inn ovative n ew mus ic platform to new heights w ith our partnership with The V enetian and The P alazzo Las Vegas .” – H SN P ress Releas e HS N Live With Mu sic’ s Big ges t S tars Q VC ‘Red C arp et’ Style Live Sh ow “QV C is harness ing the po wer o f s ocial media for its fifth annual R ed Carpet S ty le -- Live F rom L.A. b road cast from the Wetherly G ardens at the Fou r S eas on Beverly Hills . The three - hour even t, w hich airs Friday at 6 p.m. PT, w ill feature fas hio n icons such as Joan Riv ers , Isaac Mizrahi and Nicole Rich ie introdu cing luxury items to Q VC view ers .” – P ret - a - Rep orter
Page 14 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies V alueV is ion H as Not Changed M uch 199 3 20 04 20 09 20 09 S ource: Yo uTu be.com 201 4 201 4 P rogramming looks the s ame, decades later
Page 15 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies ▪ S eemingly little pub lic relations or off - air marketing to attract new view ers – N ew discovery is critical to improving penetration and productivity – Lack of s izzle, live events, “mus t - w atch” programming ▪ ValueVision was slow to mo bile d evices and the “second screen” – Early las t year, Sh opNBC .com w as ran ked dead last of the top 25 eCommerce companies for its mobile platform 1 – Compan y jus t recently s treamlin ed its o nline checkout p roces s : w hat too k s o long ? ▪ F ix ed price distribution contracts w ith the cab le operators w ere a los ing bet on revenue gro wth – Company is now saddled w ith a much higher cos t basis than its p eers , on percentage of reven ue basis – Channel pos ition improvements do no t appear to have trans lated into improv ed penetration, w hich remains at one - third of H SN ▪ P roduct returns run at industry - hig h levels , affecting p rofitability – Tied to price points and prod uct mix , but seemingly har d for current team to control – F ully 22% of products were returned in Q 1 ▪ We have concerns that the management team is not s ufficiently focused on their job s and creating value for stockholder s – We b elieve the traveling managemen t team is a s ource of consternation among employees and vendors O ther O perational Is sues Abo und Company s till s uffer s from critical operational is sues, in our opinion S ource: Company filings and Wall S tr eet res earch. Interviews w ith former execu tives. ( 1) WWD , “S tudy: A mazon, Apple, QV C To ps in M obile,” February 11, 20 13 and Fo res ee Mo bile S atisf actio n Ind ex, Holiday Retail Ed it ion , F eb ruary 20 13.
Page 16 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies Where Is T he M anagement Team? Sou rce: C apitalIQ , Public Records; Social Media. (1) Retired , as o f 4/2014. (2) J ohn Kendig is a VP of H ome at VV TV. (3) N ancy Ku nkle’s res idential ad dress is in West C hes ter, PA . (4) Bill M cGrath’s residential addres s is in Daniels ville , P A. (5) Teresa Harris is the Director of Beauty at VV TV an d lives in Saint P eters berg , F lorid a. ( 6) In cludes 92 publicly tr aded comp anies on Major US Exchanges with headquarter s in Minnes ota ab ove $100 mm market capitalization . T he other four ex ecutives include LuA nn Via (CBK ) for relocation expenses, J ohn Klein (A PO G) for relocation expenses, Brandon Elliot (N OG ) for tempo rary commuting expenses and D aniel Hanrahan (R GS ) for relocation expens es . S ource: Cap italIQ . HQ C arol Stein ber g Chief Operating Of ficer at ShopH Q Gr eater P hiladelp hia Area | Retail Previous Sh opNBC , David’s Bridal, QV C Education Temp le University – F ox S chool of Bus in es s an d M anagement S end Carol InMail Conn ect 50 0+ c onnection s 2nd B ob A yd Pres ident at ShopH Q Gr eater P hiladelphia Area | Retail Current S hopH Q (former ly Sh opNBC ) P revio us Cis co cons ulting group, LLC, Q VC , Macy’s Education Rutgers University Send Bob I nMail Connect 265 c o nnections 3rd Bill McG rath 4 Executiv e Vice P res iden t and C hief Financial O fficer – Shop N BC G reater Minneapolis - St. P au l Area | Retail Current S hopN BC, St. J oseph’s U niversity P reviou s Prestige Evaluation Consu ltants, Q VC, S ubaru of A mer ica Education D rex el University – College of Business and Ad ministration S end Bill InM ail Connect 500+ c onnections 3rd David Balliet Retired Baltimo re, Maryland A rea | Retail Cur rent Shop HQ 1 P revio us ShopH Q1 , QV C, IN C, QV C Ed ucation D rexel Univers ity Send David InMail Conn ect 23 3 c onnections 3rd
1 Annette Repasche CM O at S hopHQ H ous ton , Texas A rea | Retail Current ShopH Q1 Pr evious S tage SS 1 S tores, Q VC Send Ann ette InM ail Connect 431 c onnection s 3rd J ean S ebatier SV P S pecial Pro jects at ShopN BC Greater Ph iladelph ia Area | Retail P revious Shop NBC, QV C, Pro gres sive B usiness P ublications Education West Chester U niv ers ity of Penns ylv ania S end Jean InM ail Connect 316 c onnectio ns 3rd J ohn Kendig 2 S enio r Retail Ex ecutive and Consultant D allas / Fort Worth A rea | Retail Current Senior R etail Executive and Cons ultant P revio us JC Penney, S elf Care, Neiman Marcus Education Gettysbur g College S end J ohn I nMail Connect 500 + c onnections 3 rd N ancy K unkle 3 SV P, O n Air Talen t and C ustomer Experien ce at ShopH Q Eden P rair ie, M in nes ota| Retail Current S hopNB C P revio us Andres Con sulting, LLC, Boeing, QV C Education The O hio S tate U niversity S end N ancy InM ail Connect 249 c onn ectio ns 3rd Karsten A mlie VP, Network D is tribution at Shop HQ (formerly ShopN BC ) P onte V edr a Beach, F loridaB roadcas t Media Cu rren t Sho pHQ , Affiliate R elations A dvisor s Previous Time Warner Cable, IO N M edia N etw orks (for merly PA X TV) Ed ucation U niversity of F lorida - F redric G. Levin College o f Law Send Kars ten InM ail Co nnect 375 c onnections 3rd S end D an InM ail Connect 500+ c onnections 3rd D an Schutzman V ice P resident – Home M erchan dis ing at S hopN BC Greater Philadelphia A rea | Inter net Current S hopH Q Previous BabyA ge.com, Lenox, SmartBargains .com Ed ucation Lehigh University – College of Business and Economics ▪ We’ve identified 12 s enior ValueVision executives who liv e at leas t 900 miles from M inneapolis ▪ Of 333 N amed E xecutive O fficers of Minnes ota - b as ed public companies , just 8 (4 of whom ar e from V VTV ) r eceiv e reimbur sement f or commu ting 6 D avid M iller V P of Apparel, Accessor ies & F ootwear at
Sh opHQ N ew York , NY P revio us Citi Trends , QV C, M ay M erch andis ing Company Education University of Tenness ee - K noxville - C ollege of Bus in es s Administration Send David InMail Con nect 2 51 c onnections 3rd Teres a H ar ris 5
Page 17 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies M r. S tew art’s Tenure S tarted With Ambitious G row th Go als U nfortunately, M r. Stewart h as failed to d eliver on his own projections S ource: Sh op N BC ICR Xchange In ves tor Co nfer ence P resentation, J an uar y 14 , 2010, pg . 5. Capital I Q. ▪ Managemen t once had bold go als for trans forming the Compan y into a larg er player w ith $1.1 billion in s ales and a significantly hig her EBITDA margin ▪ The Company h as failed to meet thes e goals , even thoug h they were repeated in 200 9, 2010 and 20 11 ▪ M eas ured against the Compan y’s own targets , the las t five y ears have been disappointing “…after a period of 3 - 5 years fro m fiscal 2009” 2010 Conference Pres entation EBITDA Margin R evenues ($ mm) $1,100 $640 $0 $200 $400 $600 $800 $1,000 $ 1,20 0 G oal 2013 10% 3% 0% 5% 10% 15% Goal 201 3 72% M is s 42% Mis s
Page 18 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies V ery Little P rogres s On Prod uctivity O r P enetration 200 9 S ource: Company filings. Valu eV ision Conference Presentation, June 2009, at page 1 0, ValueVision Conference Pr es en tation, January 2010, at page 5, V alueVis ion M anagement Pr es en tatio n, Aug ust 2 011, at page 15 . 2011 Goal: A nnual sales of $1 .1 billion, or $13 per h ome We believe the stag nan t statis tics on productivity an d penetration is a result of a lack of proprietary prod uct an d pro grammi ng innovatio n (1) Revenue p er Ho me defined as sales divided b y U .S . hous eh old s reached. 1999 - 2001 from P ip er Jaffray research , September 28, 200 0 and 2002 to 200 5 from JP M organ Model, October 30, 2007. (2) P enetratio n defined as trailing tw elve months’ cu stomers divided by U .S. hou seholds reached. Q VC penetration o f 7.4% as indicated in Citi research M ay, 29, 20 12. HS N penetr ation o f 5.3% calculated using 5mm customers p er Citi research J anu ary 7, 20 14. Penetration 2 Rev enu e Per Home 1 Curr ent CEO Tenur e “ To hit our stated targets … we jus t need to go from 1.5% [penetration] to 3%.” (K eith Stewart , Q 1’11 Call, M ay 11, 2011) 1.3 % 1.3% 1.1% 1 .4% 1.5% 1.3% 1.4% 1.6 % 5.3% 7.4% 0.0% 1.0% 2.0% 3.0% 4.0 % 5 .0% 6.0% 7.0% 8.0% 2006 2007 2008 2009 2010 2011 2012 2013 HS N QV C Stated goal: “Incr ease net sales per hous ehold from $7 to $12” (Company Presentation, M ay 2 011) Current CEO Tenure $1 1 $12 $12 $11 $11 $11 $11 $12 $11 $8 $7 $7 $7 $7 $7 $0 $2 $4 $6 $8 $1 0 $12 $14 $16 $18 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13
Page 19 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies R evenue Grow th H as Not K ept P ace With F orecas ts F ailed to ach ieve s tated revenue grow th tar gets of mid - teens compounded per centages M anagement P rojection ▪ “We w ill double our sales every five years.” (S tew art, November 20 09) ▪ “We fully expect to double our bus in es s over [a] three - to five - year period.” (Stewart, M arch 2010) ▪ “We’re going to have to have at least 15% comp ounded g rowth quarterly.” (S tew art, N ovember 2009 ) ▪ “We feel very, very strongly about our bus in es s plan” an d ability to achieve “mid - teen s” compounded revenue grow th .” (S tew art and M cGrath, M arch 2011 ) ▪ “We are n ow tu rning ou r full attention to driving top - line grow th. ” (Stewart, M arch 2011) What H app ened ▪ 2013 s ales up jus t 13% from 2008 even though programmin g is available in 20 % more households ▪ Three years later, sales were up 11% w ith 12% mo re hous eh old s reached by the channel ▪ A chieved 5 .4% compounded growth on Q3 revenue s ince Q 3 2009 ▪ A chieved 2.6 % compound ed grow th on Q4 revenue s ince Q4 2010 ▪ 4.4 % compounded annual revenue gro wth since 2010 (due mos tly to 4 % gro wth in hous eh olds r eached) S ource: Earnin gs tr ans cripts , Company f ilings, and Capital IQ.
Page 20 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies $1 .35 $1.07 2010 2013 EB ITD A Improvement Entirely Due To Cos t Reduction s Distributio n Cos ts Per H ome Impact on Adjus ted EBITDA S in ce 2010, entire adjusted EBITD A improv ement has come from re - negotiation of cab le/satellite carriage deals ▪ The entire EBITD A improv ement s ince 2 010 is more than accounted for by reductio ns in cable an d s atellite fees ▪ We believe the reduction in th es e fees was essentially inevitable an d not th e result of manag ement prow ess : ▪ Th e original fees w ere off market because of the way in w hich they w er e originally negotiated ▪ Cable and s atellite operators have less lever age as more tr affic o rig inates on the Internet $ 2.4 $21.4 ($5.8 ) $18 .0 2010 Adj. EBITD A Lower Distributio n Cos ts New Cos ts 20 13 A dj. EBITDA S ource: Company filings. (1) R epr es en ts $0 .28 savings on 2010 distributio n to 76.4 mm homes . See V alu eV ision I nvestor P resentation March 2014 at 9. 1
Page 21 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies H as Th e Turnaround Actually Started Y et? C urrent CEO’ s Declaration D ate Return Beat Russ ell 2000 Since? Retu rn Beat H SN I S ince? Return Beat LINT.A Since? “The turnaround at Sh opNBC is gain ing momen tum.” 8/12/2009 No N o N o “A nother s olid step in the right direction in o ur turnaround … O ur rebuilding efforts are starting to actualize [and] the turnaround at Shop NBC has gained traction.” 11/18/2009 No No N o “Fis cal 2 009: A Transfo rmational Year for S hopN BC ” 1/14/2010 No No N o “ ShopN BC is truly [at] the turning point in its 19 year history.” 3/16/201 0 N o N o No “This overall progres s is a validation of our co ntinued focus and efforts to turn the Co mpany around while executing on new strategies for growth.” 11/18/2010 N o N o N o “M uch o f the bu siness rebuild ing [is] behind u s. We’re very, very confident in our ability to d rive shareholder value this year.” 3/1 7/20 11 N o No No “We are execu ting on an exciting road map to drive improved perf ormance.” 5/11/2011 No No No S hopNB C is “executing [ its] grow th s tr ategy.” 8/1/2011 No No N o “Major elemen ts of our bus ines s tur naro und [ are] behin d us .” 8/21/2013 No No No “We feel confident about ou r pos itive momentum.” 5 /21/14 No N o N o Source: Earnings call transcripts and C apital IQ. Stock pr ice perfor mance meas ured from the date of the transcript to May 22, 20 14. V alueVis ion M edia, D efinitiv e Pro xy S tatement. O n multiple occasions , the manag ement team has said the C omp any has been turned ar ound; the s tock , however, continues to unde rpe rfo rm its p eers ; the current proclamations soun d no different to u s than those o f the pas t
Page 22 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies N ame Ticker Total Compens ation Enterprise Value ($mm) 3 A rthur C . Martin ez HS NI $500,000 $ 2 ,638 Randy S. Ronning VV TV $ 413,1 50 $ 250 Sean F. O rr VV TV $ 279,2 40 $ 250 M. Ian G . Gilchris t LIN T.A $243,003 $ 12,9 97 D avid E. Rapley LIN T.A $232 ,522 $12,997 Lar ry E. R omrell LIN T.A $212 ,522 $12,997 M. LaV oy R obison LINT.A $203,945 $12,9 97 A ndrea L. Wong LINT.A $199,515 $12,997 James F . Fo llo HS NI $199,267 $ 2 ,638 Jo hn B . Mors e , J r. HS NI $190 ,000 $ 2,6 38 Bo ard Compens ation Is Ex cess ive ▪ ValueVision’s Board compen sation is higher than at its signficantly bigger peers and a higher percentage of compens ation is cash ▪ Median D irector compensation f or companies w ith a market capitalization below $1 billion is $125 ,260 accord ing to a study conducted by compen sation specialist Frederic W. Cook & C o. 1 – By contrast, ValueVision’s Bo ard memb ers earned an average of $221,231 in 2013 2 ▪ V alueV is ion is a s tory o f two Boards : so me dir ectors mad e more than $ 275,0 00 w hile other s made jus t $118 ,240 2 2013 Electr onic Retailing D irector C omp ens ation – Top 10 Directo r Ticker P ercentag e of Compen sation in C as h J oseph Berardino V VTV 89% S ean F. Orr VV TV 85% Randy S. Ron ning V VTV 71% William F. Evans V VTV 67% J ohn D. Buck VV TV 64% M. I an G. Gilchr is t LINT.A 62% David E. Rap ley LINT.A 61% Larry E. Romrell LINT.A 58% M. LaV oy R obison LINT.A 55% Andrea L. Won g LIN T.A 55% P ercentag e of Cash Compensation – Top 10 S ource: Company f ilings and C apital IQ . (1) Frederic W. Cook & Co ., “2013 D irector C omp ens ation Report,” December 2013 at 1. (2) Excludes J oseph Berard ino w ho retired on Ju ne 19, 20 13. (3) VV TV s to ck price as of M ay 2 2, 2014. H SN enterprise value calculated as U .S . EBITDA for the
LTM perio d ended 3/3 1/14 of $261mm times b lended LTM EBITD A trading multiple of 10.1x . QV C enterprise v alue calcu lated as U.S. Adjus ted EB ITDA of $ 1,353 mm for the LTM period ended 3/31/14 times th e blen ded LTM EBITDA trading multiple, adjusted for minority interest, of 9.6x .
Page 23 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies N umer ous Gov ernance Is sues A re Concerning ▪ We believe the Bo ard has reacted to our ch allen ge to their incumbency in a manner that w as un fair – O ur Special Meeting request w as rejected on pretens e, b ecause of a dropped digit in a zip cod e – Then, a second req ues t w as rejected because we did not openly disclose three year s of compensation information about our p ort fol io man ager – C omp any refus ed to s et a date inside Minnesota law dead lines and r efus ed to co nfir m in w riting that it would stick to its arb itr arily set date – The arbitrary date the Company “set” for the Special Meeting gave the Co mpany flexib ility as to w heth er to releas e critical Q 4 e arnings before the v ote – The Company h as accused u s of violating its trademark for displaying its logo in our proxy materials ▪ The Co mpany has a By law permitting a majority o f the Bo ard to remove directors , w ith or without cause, at its pleasure – I ncu mbent Board continues to advocate for this unus ual Bylaw: do they in tend to remove s harehold er - elected directors (inclu din g our nominees if they are no t a majo rity) without cause? ▪ The Board p ut new chan ge - in - contr ol arrangements in place with management after we gave notice of ou r inten tion to nominate to the B oard – The Company’s F orm 8 - K disclo sure dis ingen uously claims this w as a mere “for malizatio n” of prior p lans , but the new plans are materially better for management than ones disclo sed jus t w eeks earlier in preliminary proxy materials – Acts as a deterrent fo r s har eho lders in exercising th eir rig hts to vote for chan ge, entrenching the cu rren t Board ▪ A s noted, Board pay is exces sive and treats the directors very differently – We believe the p roxy dis clos ure is also disingenuous in that it claims a $1 50,0 00 “sp ecial retainer” w as p aid to so me members of the Board for their
service in res ponding to us – But the same directors w ere paid a “s pecial retainer” in 2012 of $131,250 b efor e we ev en became s harehold ers ▪ The B oar d has not dis clos ed that one of its Nominees no longer holds the execu tive po sition disclosed in the Company’s p roxy Th e Board of D irectors has not treated shareholders fair ly, in our view
Page 24 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies 32 % 68 % F 08 Company H as Provided Investors With Erroneous D ata ▪ M arch 2014 pres entation at Tels ey conference repeated th e Company’s focus on sup posed improv ements in key metrics , includ ing customer retention – Th is data has been included in in ves tor pr es en tatio ns for years , and has been high lighted in defen se of CEO ’s tenure 1 – M ajor takeaway is “increased retention… drives long term sus tainable grow th” – Was full - throated defen se of K eith S tew art’s tenure as CEO ▪ We qu es tioned the calculation of his to ric rates based on quick, r eal - time review of data ▪ C FO admitted later a calculation mistak e – “the r etention rate presented fo r years prior to fiscal 2012 did not reflect” the s ame methodology as “LTM ” – When prop erly calculated, “retention rate fo r 200 8 [w ould b e] approximately 4 9%” acco rdin g to CFO , demonstrating ess entially no improv ement dur ing CEO ’s tenure – Co mpany has not f iled corrected presentation – Company h as no t corrected its prior mis calcu lation of 2008 data Des pite admitting mis take in calculation of key metr ic, Company has not pub licly corrected mis leading data; w hat other data i s w rong? What V VTV S how ed Corrected 51% 49% LTM 51% 49% LTM Source: Company filings . (1) The data was highlighted in o lder presentations : March 2013 at 16; S ep tember 20 13 at 18 ; Nov ember 2013 at 11; and January 2014 at 10. 49% 51% F 08 N ew Retained N ew Retained N ew Retained N ew Retained
Page 25 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies -$ 5.00 $0.00 $5.0 0 $10 .00 $15.00 $20.00 $ 25.00 $30.00 $35.00 $40.0 0 J an -08 J ul-08 Jan-09 Jul-09 Jan-10 A ug-10 Feb-11 Aug -11 F eb-12 Aug- 12 M ar-13 Sep-13 Mar-14 V VTV SC SS Tale Of Two Twin City Companies That Cr as hed In Early 2009 S ource: Capital IQ throu gh M ay 14 , 2014. (1 ) Comparison of 1/26/99 to 5/15/14. - 21% ValueV ision Media V s. S elect Comfort F inancial M etrics ($mm) 1/26/99: K eith Stewart becomes CEO +163% 200 9 201 3 D if ference V VTV S CSS V VTV S CSS V VTV S CSS R evenue $528 $544 $640 $960 +$ 112 + $416 Gr oss P rofit $174 $336 $230 $602 +$ 56 + $266 EBITDA ($ 22) $ 44 $1 8 $12 6 + $40 +$77 N et Cash $6 $ 10 ($ 9) $1 10 ($ 15) + $101 T B V/Share $ 1.87 $0.36 $1.3 3 $3 .80 ($0.54) +$3.44 TEV 1 $0.2 $67 $251 $894 +$251 + $827 Descriptio n and Corporate G overnance ValueVision Media S elect Comfort Headquarters S ector Minneapolis R etail Minneapolis R etail Market Cap: Lo w in ear ly 2009 Curr ent % o f P re - Crash High $6mm $242 mm 8% $9mm $1.0bn 67% Compen sation: Chair man Pay 2013 CEO Cash Pay 2013 CEO Total P ay 2 013 $ 413k $1.5 mm $2.3 mm $256k $675k $1.6mm ▪ Select C omf ort (N as daq: S CSS ) is lis ted as one of V alueVision’s p eers in its 2014 proxy ▪ The companies are b oth in M innesota, retailers and came under pres sure in 2009
Page 26 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies Thomas D. Mottola Former Chairman an d CEO , Sony Entertainment Fr ed Siegel F ormer SV P of Marketing , QV C R obert Ros enb latt F ormer CF O / Pres ident, H SN F ormer CF O, B loomingdale’ s We have nominated six new Board member s that w e believe can help fix the continuing issu es at V alueV is ion M edia We Believe A New Board Can H elp Thomas A . Beers CEO, F remantleMedia No rth A merica M ark C. Bo zek Former CEO, H SN Ro nald Fras ch Fo rmer Pres ident and CM O, S aks Fifth A venue
Page 27 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies H ow O ur N omin ees Can Help Cr eate S tockholder Value With active o vers ight, the Nominees are ready, w illing and able to chart a path to s ucces s and implement change Replace Management With Activ ely Engaged , On - Site Executives With Proven Track Records ▪ Keith Stewart has miss ed nearly every target he has publicly announced for the Co mpany ▪ Lack of vis ion and differentiation sug ges ts a need for fresh thinkin g fro m the executive s uite ▪ Willingn es s to hire executives w ho commute from afar sugg es ts a lack of recruiting prow ess ▪ Nominees believe sh areholders are not getting fair eff ort from executives w ho co mmute to the Company’s headquarters ▪ N ominees are aware of many talen ted ex ecutives w ith relevant ex perience w ho are prepared to move to M inneapolis to help execute a grow th s trategy ▪ G oal is to hire a search firm and find talen ted, committed executives The no minees will examine the executiv e team o bjectively to deter mine if better o per ating executiv es can b e located C reate P roprietary Brands w ith Relevance and Scale ▪ P roprietary brands drive view ers hip, sales and margins ▪ V VTV has not been focused on th is hug e profit driver: three o f its big ges t brands ( Invicta , Sk inn , and Waterford) are not proprietary; their products are available widely ▪ V VTV has an excess of airtime (they are s how ing reruns ), so can us e that time to develop and build brands ▪ In ad dition to air time , V VTV has other things to offer in dev eloping brands, s uch as the ability to experiment with for mats, live events an d s hoots, s ocial media tie - ins , etc. ▪ No t ever y new brand will w ork, but th e nominees are experienced at evaluating early s igns and helping determin e the “white s pace” w here brands might s ucceed D eveloping proprietar y brands o ffers the chance to drive viewers hip, sales and
margin
Page 28 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies H ow O ur N omin ees Can Help Cr eate S tockholder Value With active o vers ight, the Nominees are ready, w illing and able to chart a path to s ucces s and implement change Improv e Merchandising an d P roduct M ix ▪ Strong , mu tually beneficial relations hips with the v end or community are critical to s ucces s ▪ This is a function bes t performed in New Y ork C ity; nominees wou ld study the efficacy of opening a merchandising office in N ew Y ork ▪ C ritical to modify the mix of products offered to mor e clos ely mirror the succes sful co mpetitor s while not alienating the cus tomer ▪ Develop and discover p ers onality - b acked proprietary brands to b uild business es and captu re mar gin and brand equity The nominees believe improv ed product mix an d merchan dis ing can driv e additional penetration and s ales Develop On - A ir P rogramming That Is Captiv ating, Entertaining A nd More Effective at Con vers ion ▪ H ome sho ppin g the traditional, V VTV, way is uninterestin g and VV TV (as the th ird - place market s hare play er) sh ould be the innovato r ▪ The nominees believe the big netw ork game / talent s hows h ave proven how to draw audience and h ow to engage them ▪ Combining acces s to 87 million homes w ith entertainment and commerce could be potent and fresh ▪ Th e beau ty of owning progr amming 24 /7 is th e ability to tes t new formats and approaches u ntil an optimal approach is achiev ed ▪ The excitement of “live events ” w ith know n and newly discovered pers onalities and sus penseful content w ill d raw audience ▪ Creating mobile broadcas ting even ts fro m New Y ork, Los A ngeles and oth er locations will complement the M innesota bro adcast by creating a more co mpelling “alive” live network and dig ital platfor m The nominees b elieve creating a fresh programming approach can drive viewership and
conversion
Page 29 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies H ow O ur N omin ees Can Help Cr eate S tockholder Value With active o vers ight, the Nominees are ready, w illing and able to chart a path to s ucces s and implement change Inv olv e Leading Pers onalities , Celebrities A nd M us ician s And Let Them Draw A udience ▪ P ersonalities, celebrities and musicians are pro ven revenue generators in this area an d are s eeking exposu re and additional sou rces of inco me ▪ The nominees believe their u niqu e relationships can h elp forge partnersh ips and programming that w ill dr ive view er ship and sales ▪ Live engaging events – such as mus ic concerts w ith emerging artists – combined with selling can be commercially compelling fo r all involved ▪ A ccess to 87 million homes beg s for pr ogramming that will draw in viewers hip The no minees can help attract leading person alities, celeb rities and musicians to draw audience and sell pro duct Engage In Pub lic Relations , Off - Air Marketing A nd S ocial M edia To D raw Viewers hip ▪ Discovery of the programmin g and products is critical to improv ed financial performance ▪ Relyin g on random channel - s urfin g for new customer dis cov ery is sub optimal in a cr owded eC ommerce marketplace ▪ Unique and prop rietary p roduct w ill also help drive d is co ver y throug h w ord - of - mo uth and social media ▪ N eed a CEO w ho is visibly promoting the bu siness ▪ The nominees believe view ers can be given notice o f the pro gramming and a r easo n to watch through PR and compellin g live events ▪ Improv ements in “second screen” tablet and brows er pr es en ce can drive s ocial engagement with pr ogramming ▪ O utreach to S ilicon V alley and other o nline commerce and technology co mpanies to discover co mpelling w ay s to us e access to 87 million homes Th e nominees believe new view er s (and customers) can be draw n to the pro gramming
through clever marketing
Page 30 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies H ow O ur N omin ees Can Help Cr eate S tockholder Value With active o vers ight, the Nominees are ready, w illing and able to chart a path to s ucces s and implement change Ens ure O per ational Excellence and G overnance Best Practices ▪ N omin ees believe a full review of the cos t structure s hould b e conducted, with an ey e toward operating lean ▪ The nomin ees believe dis tr ibu tion shou ld be expanded to match QV C at 106 million homes, if poss ible and economically reasonable ▪ Fu ll rev iew of operating in high definition and channel adjacencies is appropriate ▪ Evaluate sale of the Bos ton TV station and sale/leas eb ack on the Company’s ow ned real estate ▪ A naly ze disclo sures to ens ure best - in - class sh areholder inf ormation and transparency aroun d key performance in dicators, s uch as mix, segment profitability, customer loyalty , vendor con centration, etc. ▪ Rationalize board pay and implement r es ponsive and open communication practices w ith s hareholders The no minees aim to reduce costs, exp and distribution, optimize the balance sheet and treat s hareho lders and employees well
Page 31 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies F T W T M June 2014 29 28 27 30 27 26 25 24 23 20 19 18 17 16 13 12 11 10 9 6 5 4 3 2 30 26 4 3 2 1 Th e Firs t Ninety D ays ▪ Appoint new interim CEO (s everal viable can did ates on our s late) ▪ A ppoint new Chairman ▪ Interim CEO to meet with existing executive man agement team ▪ Es tablish tr ans ition team w ith outgoing Board members (if they w ill co operate) ▪ H old company - w ide meeting to intro duce interim CEO and outline short - and long - term goals ▪ Interim C EO h as met w ith all members of management, outs ide au ditors , key v end ors and on - air talent ▪ Interim CEO has co mmunicated short - and long - term grow th s tr ategies to merchants, vendo rs and other key cons tituents ▪ P ublic relation s outreach to the broader vendor community about goals fo r the b usiness and ways to w ork with V VTV ▪ A sses sments un der way on cus tomer data secu rity, v end or terms and relations hips , perso nnel/skill gaps , in ternal brands , techno log y infrastructure, and o per ations ▪ Executive recruiter en gag ed to h elp as sess s enio r management and iden tify new executive manag ement, as necess ar y ▪ N ew B oar d committees meet with g oal to ward as sess in g gov ern ance and Bylaws , executive and Board compens ation and engaging executive recru iter ▪ N ew audit committee meets w ith Deloitte & To uch e ▪ Begin efforts neces sary to plan for a s ucces sful h oliday selling season ▪ Executive recruiter engaged to find permanen t CEO, w ith interim C EO likely a candidate ▪ Board meeting to amend B ylaw s based o n input from law firm and governance ex per ts to provide for best practices in shareholder nominations , majority voting and remov al provisions among other thin gs ▪ N YC presence is up - and - running with new merchants s ourcing pr oduct from vend ors with w hom they have relations hips ▪ F in is h as sess ment
and trans ition plans (w here required) of s en ior manag ement team with executive recruiter ▪ F inis h ass essments on technology, op erations and v endo r relations hip s and take action on each ▪ P er manent CEO named ▪ A t leas t one live br oad cast from N YC or LA per w eek to highlight new pro ducts and new “look and feel” ▪ F inis h ass essment of propr ietar y br ands and gaps ▪ Preparations fo r holiday selling season comp lete, with new prod uct, s how lin e - up and schedule in place ▪ Launch pub lic relations and mark eting effo rts aimed at attracting new viewers ▪ Anno unce first pers onality - dr iven, live event to occur in early part of h oliday season On J une 19 ▪ Board to adopt new Board compens ation structure to align incentives better, on advice of executive compensatio n cons ultant ▪ Board approval for opening of a NY C merchandising office, w ith a goal of 10 - 12 merchants ; hiring complete on several new, w ell - connected mer chants ▪ Work has begun at identify ing new propr ietar y brands in each of the fiv e key product categories, w ith discus sions underw ay w ith some talent ag encies, pers onalities and celebrities ▪ Completed ass essment of the “loyal” customer and how to bes t extend the relations hip w ith th es e customers ▪ New social med ia plan in place with regu lar co mmunication to the cus tomer bas e about the chang es at V VTV and what to expect next ▪ Return to 24/7 live broadcasting ▪ A nnounce s ev eral n ew p roprietary brands, w ith a g oal to launching prod uct within a quarter By June 27 B y J uly 18 By A ugust 22 J uly 20 14 F T W T M 31 30 2 9 28 25 24 23 2 2 21 18 17 16 1 5 14 11 10 9 8 7 4 3 2 1 1 30 Septemb er 2014 F T W T M 3 0 29 26 25 24 2 3 22 19 18 17 1 6 15 12 11 10 9 8 5 4 3 2 1 2 1 3 A ugus t 2014 F T W T M 31 30 29 28 2 9 28 27 26 25 2 2 21 20 19 18 1 5 14 13 12 11 8 7 6 5 4 1 By J une 2 7 By S eptember 19 By July 18 Augu st 22
Page 32 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies M ark C . Bozek F ormer CEO, HS N We Believe O ur Nominees Would Cons titute A Better Board Exp ertise Clinton Our O bservation s Home S hopping Senior Executiv e ▪ Prior to joining V alueV is ion , Stew art w as a VP of Global S ourcing and M erchandising at QV C ▪ B ozek generated $1 billion in EB ITD A over four years as CEO of HS N in 17 million few er homes than V VTV is in today ▪ Advantage: Bozek : P roven ab ility to grow home television sh opping bu siness Incumbent K eith S tew art CEO , ValueV ision Media F inance and Operations ▪ Orr is C FO of healthcare IT company (and p revious C FO of popcorn comp any ); Robins on s erved as CF O of s everal priv ate companies ; Evans was CF O of tech company until 2007 ▪ Rosenblatt was CF O (and P resident) of HS N and C FO of Bloomin gdale’s; COO o f Tommy H ilfiger ▪ A dvantage: Rosenblatt : D irect financial and operating executive experience in home shopping and r etailing Sean O rr CFO , Accretive Health Lowell Robins on F ormer CF O, M IV A, H otJobs .com William Evans F ormer CF O, Witnes s Sys tems M ark eting ▪ Bo tw ay w as EV P and D irector of Sales and Marketin g for S pecific Media/MyS pace 1 ▪ S iegel w as EV P of Marketing at Q VC during some of its h ighes t grow th years ▪ Advantage: Siegel : V alueV is io n needs to find innovative ways to strengthen and exp and S hopHQ ’s brand Jill Botway 1 Former S ales /M arketing, S pecific M ed ia/ M yS pace R obert Ros enb latt F ormer CF O / Pres ident, H SN F ormer CF O, B loomingdale’s Fred Siegel Former SV P of M arketing, Q VC O ur no minees bring experience and expertise and, in our view , w ould be a better Board than the incu mbents So urce: Compan y filin gs. (1) Company has not yet d is clos ed that Jill Botw ay is no lo nger ass ociated w ith Specific Media / M yS pace
Page 33 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies ▪ Buck previously was CEO of Minnesota’s second larges t health in surer ▪ M otto la headed Sony M usic for nearly 15 years and h as relations hip s with hun dred s of high - profile en tertainers and performers ▪ A dvantag e: Mottola : V alueVis ion w ould benefit from celebrities an d pers onalities , and on - air, live events Thomas D . M ottola F ormer Chairman and CEO, S ony Entertainment Thomas A. Beers CEO , FremantleM edia N orth America R onald Fr as ch F ormer Pr es id ent an d CM O, Saks Fifth Avenue We Believe O ur N ominees Would Constitute A Better Board Expertise C linton Our Ob servations M erch and is ing ▪ Ronning served as C hief Merchandising Officer of QV C for 1 8 months ▪ Fras ch w as P resident and Chief Merchandising Officer at S ak s Fifth A venue (6 years) an d CM O for 4 years pr ior to that ▪ A dvantage: F rasch : ValueVision needs improved merchandising from p roven leader Incumbent S enior Execu tive Experience Joh n Buck Chairman and F ormer CEO , Medica Cable / Telev is io n Executive ▪ H obbs w as C OO of Time Warner Cable ▪ Beers is current CEO of cab le and broadcast con tent p roducer F reemantleM edia N .A ., with pr ogramming that includes "A merican Id ol," "America's G ot Talent," "The X F actor," "Let's Make a Deal," "Family Feud," and "The P rice is R igh t." ▪ Advantage: Beers : ValueVision needs fresher, more engaging co ntent Landel H obbs F ormer CO O, Time Warner Cable Randy Ronn ing F ormer Chief M erch ant, Q VC Ou r nominees brin g experience an d expertise and in our view would be a better Bo ard than the incumbents
Page 34 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies H ear F rom O ur N omin ees D irectly O ur N omin ees have s hared their views in a video available on our webs ite V isit A ddValueAndV ision.com
Page 35 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies A ppendix
Page 36 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies Thomas A. Beers S in ce 2012, M r. Beers has been the Chief Executive Officer of Fr emantleM ed ia N.A., Inc., the U.S. p roduction division of global media giant Fr emantleM ed ia Ltd., wh ere he is in charge o f F remantle's management and bus in es s performan ce, as well as the development, pro duction an d op erations of more th an 600 hours of prog ramming p er year including "American Idol," "A merica' s Got Talen t," "The X Facto r," "Let's Make a Deal," "Family F eud," and "The P rice is Rig ht." P rior to joining FremantleMedia , M r. Beers was the fou nder and Chief Executive Officer of Original P roductions , LLC, a non - fiction telev is io n pro duction co mpany that was acquired by F remantleM ed ia in 2009, where he was the creator and driv ing force b ehind the P rimetime Emmy® w in nin g "Deadliest Catch", and Emmy nominee "Ice Road Truckers ", an d to p - rated sho ws "Storage Wars", "M ons ter Garage" and "Black Go ld"; M r. Beers served as Chief Executive Of ficer o f O rig inal P rodu ctions , LLC, from 2 007 to 2012. M r. Beers has created a unique brand of televis io n pro gramming featuring unheralded heroes in high r isk , high reward situations . His catalogue of more than 40 s eries is firmly entr enched acros s cable p owerhous es D iscovery, H ISTO RY, A &E , S pike TV , The N ational G eographic Channel, an d truTV . P rior to Original Pr oductions , Mr . Beers had served for 11 y ears as a prod uction ex ecutive and series and specials produ cer for Tur ner Broadcasting S ys tem, Inc., a med ia con glomerate; and later held a s imilar pos itio n a t Paramount S yndicated Televis ion. As V ice President and Su per vis ing P roducer fo r Turner Original P roductions , Mr . Beers 's respon sibilities encompas sed supervising original programmin g for TBS S uper station, including the aw ar d - winning series "N ational
G eogr aph ic Ex plo rer", "N etw ork Earth" and "The J acqu es Co usteau" S pecials. M r. Beers created and executive prod uced the TBS and syndicated series " Wil d! Life A dventures ." He also served as the producer for the highes t - r ated s pecials in the his tory of Turner O riginal Prod uctions – "H arl ey D avidson The A merican M oto rcy cle", the Emmy® w inning "Cats And Dog s", an d "The Incredible Life an d Times of Robert L. R ipley, Believe It or Not." Mr . Beers's q ualifications as a director include his expertise as an executive in the telev is io n indus tr y and his ex perience in developme nt , production and operations of innovativ e programmin g. Relevant Experience ValueVision Media Q ualifications ▪ Emmy ® w in nin g Live Television Expertis e ▪ Innovation Expertise ▪ P roduction K nowledge ▪ Television Operatio ns Know led ge Ow nership Mr. Beers has an ind irect economic interest in 160,210 shares of VV TV.
Page 37 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies M ark C . Bozek M r . B ozek served as the Chief Executive O fficer of Home S hopping Network (H SN ), a multi - channel retailer and television netw ork specializing in ho me shopp ing, from J anu ary 199 9 to January 2003. H e is currently the Co - Founder and C hief Executive O fficer of D ollars P er M inu te Inc., a merchandising an d entertainmen t company . Prior to for ming Dollars Per Minute, Inc. in 201 1, Mr. Bozek for med and operated the media and consulting company Galgos Entertainment LLC, where he has served as a p rincipal since 2 007. Through G algos Entertainment, M r. Bo zek has acted as a cons ultant fo r private equity firms (including Go ldman Sachs an d Bain C apital) on var iou s retail and commerce related v entures . Galgos Entertainment also is develop ing several television and f eature pro jects including "S hoe A ddicts A nonymous", a f eature film s tarring Halle Berry that is in d evelopment at U niv ers al Studios . Prior to G algos Entertainment, Mr. B ozek wor ked for 14 years w ith Barry Diller. During his tenure as C hief Executive O fficer of H SN , M r. Bozek generated over $6 b illio n in sales and $1 billion in profits while ma nag ing 6,000 employees. M r. Bozek also grew F ull - Time Equivalent Hous eh old s (FTEs) for the netw ork by 4 million hous eholds du ring his t enure. A s th e Chief Executive Officer of HS N, M r. Bozek trans formed H SN 's merchandising through innovation and strategic leaders hip. Mr . Bozek built multiple $100 millio n and more propr ietary br and s, inclu ding Ingenious D esigns. M r. Bozek als o w as r es ponsible for the dev elop ment and grow th of HS N' s cur rent top s elling b rand s, inclu din g A ndrew Les sman , Diane G ilman , Wolf gang P uck and Serious Sk in Care. In 1998, M r. Bozek launched H SN .com, the o nline business for HS N. As Chief Executiv e Officer, Mr .
Bozek also w as resp onsible for the intern ational launches of H SN in Japan, Europe and China. Mr . Bozek 's merchandising and media car eer began as a prod ucer at Fo x Television, a division o f N ew s Corpo ration, a glob al ver tically in tegrated media comp any , an d then as a Senior V ice President at Q VC , a multinatio nal co rporation specializing in telev is ed home s hopping. M r. Bozek was at Fo x Television at its inception in 1998, w he re he was a three - time Emmy nomin ee. M r. Bozek also served on the board of directo rs of S ykes Enterpr is es , Inc. (N AS DA Q:SY KE), w hich prov id es cu stomer contact management solutio ns an d s erv ices in the bu siness process outs ourcing arena, from 20 02 to 2013. M r . Bozek 's qualifications as a director includ e his ex pertise as an executive in the retail and TV s hopping industries and his experienc e as leader o f one of the Company' primary comp etito rs. Relevan t Experience V alueV is ion M edia Qualification s ▪ Retail Indus try Experien ce ▪ Leadership ▪ D irect R es ponse Marketin g Expertise ▪ E - Commerce Experience ▪ P ublic Compan y D irector Ow ner ship Mr. Bo zek has an indirect economic inter es t in 1 2,016 s har es of V VTV.
Page 38 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies R onald Fras ch M r . F rasch is currently an operating partner at Castanea P artners, a consumer - focus ed private - equ ity firm, which he joined in F ebruary 2 014, and the principal of Ron F ras ch A ss ociates , LLC, a cons ulting firm he org anized in January 2014. F rom F ebruary 2 007 u ntil N ovember 201 3, Mr. Frasch served as P resident and Chief Merchandising Officer of Saks F if th Av enu e, a divis ion of S aks , Incorporated, a N YS E - lis ted luxury fashion retailer. F rom N ovember 2004 until January 2007, he held the post o f V ice C hairpers on and Chief M erch ant of S aks F ifth A venu e. He has s erv ed as a member of the board o f director s of Cro cs , Inc., an apparel footwear and access ories company, s in ce O ctob er 2006. From January 2004 to N ovember 2004, he was emplo yed by Saks in a non - ex ecutive cap acity. Fro m Apr il 2000 to January 2004, Mr. F rasch served as P res iden t and Ch ief Executive O fficer of Bergd orf G oodman (a subs idiary of Neiman Marcus G roup, Inc.) and served as P resident of GF T N orth A mer ica (a subs id iary of Grupp o G FT, based in Turin, Italy, a global pr oducer, marketer and distributo r of fine men's and w omen's clothing, s portsw ear and fu rnishings) from 1996 to 2000 . Mr. F rasch als o s erv ed as President and Chief Executive Officer of Escada U SA from 1994 to 199 6. Mr . F ras ch's qualifications for director include his extensive executive expertis e in the fas hion retail in dustry an d his experience on th e board of dir ectors of a public company. Relevant Ex perience V alueVis ion M ed ia Qualifications ▪ F as hion Retail Indus try Experien ce ▪ Luxu ry B rand Expertis e ▪ Leaders hip ▪ Pu blic R etail Chairman and D irector
Page 39 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies Thomas D. Mottola In 2003, M r. Mo ttola foun ded The M otto la Compan y, Inc., a compan y s pecializing in multimed ia, enter tainment, communications, b rand ing , licensing an d cons ulting, and has been its C hairman and Chief Executive Officer s ince that time. M r. M ottola h as also served as a senior advis or to Catterton P artners C orp., a private equity firm, since January 2014. From 1993 to 2003 , Mr. M ottola served as Chairman and Chief Executive Officer of Sony M usic Entertainment, Inc., a glo bal record ed music company. P rior to becoming Chief Execu tive O ffic er of S ony, he served as its President fr om 1988 to 1 993. H e has served on the b oar d of directors of O NE Wor ld Enterp ris es , LLC s ince 201 0. Mr . Mottola is widely kno wn for signing and develo ping the careers o f majo r recording artists, including Celine D ion, M ariah Car ey, Beyon cé , Jennifer Lopez, Ricky M artin, G loria Estefan , Shakira, Dixie Ch icks , Marc A nthony, Barbr a Streisand, Bruce Springs teen, Billy J o el and Harry Connick Jr., amon g many others . M r. Mottola currently s erves as a directo r on the board of Restoration Hardw are, Inc. (NY SE: RH ), a luxu ry b rand in the home furnis hing s marketplace. M r . M otto la's qualifications as a director include his exten sive experien ce as a senior executive an d directo r of a major br anded consumer media company. Relevant Experience V alueV is ion M edia Qualifications ▪ Entertainment and Talent Indus tr y K now ledge ▪ Co nsumer M edia Expertis e ▪ Leadership ▪ Operations Exp ertise ▪ P ublic Luxury Brand Director
Page 40 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies R ober t Ros enb latt M r . Ro senblatt is currently the C hief Executive O fficer of R osenblatt Consulting, LLC, a private compan y he formed in 2006, w hi ch specializes in h elping inv es tment firms determine value in both pu blic and private consumer companies as w ell as helping reta il firms bring th eir product to market. F rom 2012 to 2 013, M r. Ros enblatt served as the in terim P res iden t of ideeli Inc., a members - only e - r etailer that s ells w omen's f as hion and déco r items during limited - time s ales. F rom 2 004 to 2006, he was G roup President and Chief O perating Office r of Tommy Hilfig er Corp., a w orldw ide ap parel and retail company. H e co - managed the pr oces s that culmin ated in the su ccess ful s ale o f To mmy Hilfiger Corp . to A pax P artners in 2006. F rom 1997 to 2004, M r. Ros enb latt w as an ex ecutive at H SN , Inc., a multi - channel retailer and televis ion netwo rk s pecializing in home s hopping. H e served as Chief Financial Officer from 1997 to 1999 , Chief O perating O f fic er from 2000 to 2001 and President fr om 2001 to 2 004. Pr evious ly, from 1 983 to 1996, h e was an executiv e at Bloomingdale's , an ups cal e c hain of department stores own ed by Macy's Inc., and s erved as Chief F in ancial Of ficer and V ice P resident of Stores. M r. Ros enblatt i s c urrently a dir ector on the boar ds of s ever al public an d private companies inclu ding The P ep Bo ys (NY SE:PBY ), an automotive aftermarket c h ai n, Deb Sho ps, Inc., a w omen' s clothing retail chain, R etailN ex t , Inc., a company s pecializing in providing retailers and man ufacturers real - time in - store an alytics , and I.P red ictus , LLC, a w eb - enab led marketing p latform. Mr . Rosenblatt was also a director on the board of Thw ap r , In c., w hich developed a mobile video s harin g platform, from 20 10 to 2012. M r . Rosenblatt's qu alificatio ns as a director
includ e his ex perience in the retail and electron ic retailing industry as well as hi s expertis e in finance, direct res pons e mark eting, operatio ns, and e - co mmerce. Relevant Experience ValueVision Media Q ualifications ▪ Retail Indus try Experience ▪ Finance Expertis e ▪ Direct Respon se M arketing Exper tise ▪ Operations K now ledge ▪ E - C ommerce Experien ce
Page 41 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies F red S iegel M r . Siegel is the founding partn er of Fred Siegel Partners (FS P), a team that creates and implements media in itiatives for cor p ora tions and leading non - pr ofits w ith a focus on strategic collaborations and social engagement. Working acros s all media, FS P engages in a range o f pro jects w ith an emphasis on imp ortant initiatives rangin g fro m the Environment to H ealth. Curr ent an d recent efforts in clude wo rk with U nited Health Grou p, The N ature Conservancy, G eneral Mills , Inc. and S tand Up2Cancer w ith visible pro grams launching in th e co min g months includ ing an eight episo de television series o n Climate Ch ang e premiering on S how time in April 20 14. Mr . Siegel als o c urr ently adv is es the Google Ventures - backed S idecar (operated by S ide.cr, LLC), a r ide - s harin g s tartup co mpany, an d O urtime.o rg, a non - pr ofit th at enh ances the political voice of young Americans throu gh new media and p opular cultur e. P rior to founding FS P in 20 01, Mr . Sie gel w as marketing lead for Excite, Inc. and Excite @ H ome, Inc., an online internet p ortal and high - s peed inter net provider, from 1 998 t o 2000 where he oversaw all mark eting and commu nication s activ ities . M r. Siegel is res pons ible for many Intern et firs ts including strategi c p artnersh ips w ith television netw orks , th e first large - scale voting event on the w eb (w ith the P rime Time Emmys), the firs t O nline To wn Hall meeting with P res iden t Bill Clinton (to d emons tr ate the then - n as cent VoiP techno logy ). Prior to Excite, M r. S iegel w as a Senior Vice Pr es id ent an d marketing head for Q VC, In c., a multinational corporation s pecializing in televised h ome shopp ing , from 199 3 to 1998 as a core member of the managemen t team o vers eeing all off - air cons umer touch - points in cluding all marketin g and communications , leading special
on - air events, and attracting and securing marquee brand - name ven dor s , helpin g Q VC become th e dominan t number - one category - defining bran d. Before Q VC, Mr. S iegel h eld positions in A dvertis ing inclu ding Execu tive V ice P resident, Executive Creative Director of Ketchum Inc., a public relations and marketing agency, from 1992 to 199 3 and p r io r to that, S VP Group Creative Director of McCann - Erickson Ad ver tising NY , a leadin g advertis ing agency, from 1987 to 199 2. Mr. Siegel has w on n umerous aw ar ds in cluding a D aytime Emmy A ward (2011) for televis ion s eries A vec Eric, A dvertis in g's One Show , Clio, Art Dire cto rs club awards for advertis ing camp aigns inclu din g Coca Cola, M iller Lite, Alka S eltzer , Sony among oth ers . Mr . Siegel has been profiled in the Wall S treet Journal, was featu red in a Harvard Business R eview Case Study (QV C) an d w as listed as a "Top Ten Hire in the Inte rn e t" by the Indus try S tandard mag azine. Mr . S iegel's qualifications as a director includ e his ex per ience as an executive in the television sho pping indus try, and his e xpe rtise in mark eting and advertis ing. Relevant Exp erience V alueVision M edia Q ualifications ▪ Television Shop pin g Ind ustry Ex perience ▪ Marketing and Ad vertising Expertis e ▪ Innovatio n Expertise
Page 42 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies C ontact Info rmation C linton Group 601 Lexin gto n A venue 51s t F loor N ew Y ork, N ew York 100 22 G reg Taxin, Pr es id ent Tel: + 1 ( 212) 825 0 400 VV TV @clinton.com Okapi P artn ers 43 7 M adis on Avenue 2 8th F loo r N ew York, New Yor k 100 22 B ruce Goldfarb, P resident and CEO Tel: + 1 ( 212) 297 0 720 V VTV @okapipartners.com
Page 43 G lobally Diversified In ves tment I nstitution Specializing In Altern ative Inves tment S tr ategies D isclaimer s CLI NTON D OES N OT AS SU ME RESP ON SIBILITY F OR INV ESTM EN T D ECISIO NS . TH IS PR ES ENTA TIO N DO ES NO T RECO MM END TH E PU RCH AS E O R S ALE OF A NY S EC URITY . U ND ER N O CIRCU M STAN CES IS THIS P RESEN TA TION TO BE US ED OR CO NS IDERED AS AN O FF ER TO SELL O R A SO LICITATIO N OF A N OF FER BUY A N Y SECU RITY . THE P AR TIC IPA NTS IN CLUD E FU ND S A ND A CCOU NTS TH AT A RE IN TH E B USI NESS O F TRAD IN G - BU YI NG A ND S ELLIN G - P UB LIC S EC URITIES . IT IS PO SS IBLE THA T TH ERE WILL BE DEV ELO PM EN TS IN THE FU TURE TH AT CAU SE ON E O R M OR E OF TH E P ARTICIP AN TS FRO M TIME TO TI ME TO S ELL ALL OR A PO RTION O F THEIR SH AR ES I N OP EN M AR KET TRA NS ACTIO NS O R OTHERWIS E (IN CLUD ING V IA S HO RT S ALES) . BU Y AD DITIO NA L S HA RES (IN OP EN MA RKET OR PRI VA TELY N EG OTIA TED TRA NS AC TIO NS OR OTH ER WI SE) O R TR AD E IN O PTIO NS , PU TS CALLS OR O TH ER D ERIVA TIVE INS TRUM ENTS RELATIN G TO SU CH SH ARES . TH E D ATA A ND IN FO RMA TION U SED IN TH E A CCOM PA NY ING AN ALYS IS CO NTAI NED HEREIN H AV E BEEN O BTAIN ED FRO M SO URC ES TH AT CLINTON GRO UP , INC . A ND /O R ITS AF FILIA TES (C OLLEC TIV ELY, “CLIN TO N”) BELIEV E TO BE RELI ABLE, IS S UBJ EC T TO CHA N GE WITH OU T N OTICE, ITS A CCURA CY IS N OT GU ARA NTEED, A ND IT M AY N OT CON TA IN A LL MA TER IAL INF ORM ATIO N CON CERN ING TH E SECU RITIES WHICH MA Y BE THE SU BJECT OF TH E A NA LY SIS . NEITHER CLINTO N NO R I TS A FF ILIATES M AK E AN Y REPR ES ENTA TIO N REGA RD ING , OR
A SSU ME RESP ON SIBI LITY O R LIA BILITY FO R, TH E AC CURA CY O R CO MP LETEN ESS O F, O R A NY ERR ORS O R O M ISS ION S IN, A NY INF ORM ATIO N THA T IS P ART OF THE AN ALY SIS . C LI NTON M AY HA VE R ELIED U PO N CERTAIN Q UA NTITA TIV E A ND Q UA LITATIVE AS SU MP TION S WHEN P REPA RING TH E A NA LY SIS WH ICH M AY N OT BE A RTICULA TED A S PA RT O F THE AN ALY SIS . TH E REALIZA TI ON O F THE A SS UM PTIO NS O N WHIC H TH E A NA LYS IS WAS BA SED A RE S UBJ ECT TO SI GN IFICA NT UN CERTAIN TIES , V ARIA BILITIES AN D CON TING ENCIES A ND M AY C HA NG E M ATERIALLY IN RES PO NS E TO SM ALL CHA NG ES IN THE ELEMEN TS TH AT COM PR ISE TH E A SS UM PTIO NS , INCLU DIN G THE INTERA CTI ON O F SU CH ELEM ENTS . F URTH ER MO RE, THE A SS UM PTIO NS O N WHIC H TH E A NA LYS IS WAS BA SED M AY BE NECES SA RILY ARBI TR ARY , MA Y MA DE AS O F THE DA TE OF TH E A NA LY SIS , D O NO T N EC ES SA RILY REFLECT HIS TO RICA L EXP ERIENCE WITH RESP EC T TO SECU RITIES SIM ILAR TO THO SE TH AT MA Y BE TH E CO NTAI NED IN THE AN ALY SIS , AN D DO ES NO T CO NS TITUTE A P RECISE PRED ICTION A S TO FU TURE EVENTS . BECA US E O F THE UN CERTA IN TIES A ND S UB JECTIVE JU DG MENTS IN HEREN T IN S ELECTIN G THE A SS UM PTIO NS A ND O N WHI CH THE A NA LYS IS WAS BA SED A ND B EC AU SE F UTU RE EV EN TS AN D CIRCU MS TAN CES CAN NO T BE PRED ICTED , THE ACTU AL RESU LTS REA LIZED M AY D IFF ER M A TERIA LLY FRO M THO SE P RO JECTED IN THE AN ALYS IS . N OTHI NG IN CLUD ED IN TH E A NA LYS IS CON STITU TES A NY R EP RESEN TA TION S OR WAR RAN TY BY CLINTO N AS TO F UTU RE P ERF OR MA NCE . NO
REPR ES ENTATIO N OR WA RRAN TY IS MA DE BY CLIN TO N AS TO TH E REA SO NA BLEN ESS , ACC URA CY OR S UF FICIEN CY OF TH E A SS UM PTION S U PO N WHICH TH E A NA LY SIS WA S BA SED OR A S TO AN Y OTH ER F INA NCIA L IN FO RMA TION TH AT IS CON TAIN ED IN THE AN ALYS IS, INCLU DIN G THE AS SUM PTIO NS O N WHI CH THEY WERE BA SED . M EMBERS O F THE CLINTON TEA M SH ALL N OT BE LIA BLE F OR EITH ER ( I) A NY ERR ORS O R O MI SS ION S MA DE IN DIS SEM INA TING TH E DA TA OR A NA LY SIS C ON TA IN ED H EREIN OR (II) DA M AG ES (I NCID ENTAL, C ON SEQU ENTIA L OR O TH ERWISE) WHICH MA Y ARIS E F ROM Y OU R OR AN Y OTH ER P ARTY ’S US E O F THE D A TA O R AN ALYS IS CO NTA INED HEREIN . TH E IN FO RM ATION TH AT CON TAIN ED IN THE A N ALYS IS SH OU LD NO T BE CON STRU ED AS F INA NCI AL, LEGA L, INV ESTMEN T, TA X, OR OTH ER A DV ICE . Y OU U LTIMA TELY M US T RELY UP ON ITS O WN EXA MIN ATIO N AN D PR OF ES SIO NA L A DV ISO RS , INCLU DIN G LEGA L CO UN SEL A ND A CCO UN TA NTS A S TO THE LEG AL, ECON OM IC, TA X, REG ULA TO RY , OR AC COU NTIN G TREA TMEN T, SU ITA BILITY, AN D OTHER AS PECTS O F THE A N ALYS IS .
EXHIBIT 3
SHAREHOLDER MATERIALS
Clinton Group Presentation on ValueVision Media
May 28, 2014
Read More
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., CLINTON MAGNOLIA MASTER FUND, LTD., CLINTON
RELATIONAL OPPORTUNITY, LLC, CHANNEL COMMERCE PARTNERS, L.P., GEH CAPITAL, INC., CLINTON GROUP, INC.,
GEORGE E. HALL (COLLECTIVELY, "CLINTON") THOMAS D. BEERS, MARK BOZEK, RONALD L. FRASCH, THOMAS D.
MOTTOLA, ROBERT ROSENBLATT AND FRED SIEGEL (TOGETHER WITH CLINTON, THE "PARTICIPANTS") HAVE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS' SOLICITATION OF
PROXIES FROM THE STOCKHOLDERS OF VALUEVISION MEDIA, INC. (THE "COMPANY") FOR USE AT THE COMPANY'S 2014
ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY
SOLICITATION BY THE PARTICIPANTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY
CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER
RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV/. IN ADDITION,
OKAPI PARTNERS LLC, CLINTON'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT
AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297-0720 OR TOLL FREE AT
(855) 305-0857.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY
SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY CLINTON
WITH THE SEC ON MAY 12, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED
ABOVE.
EXHIBIT 4
Attached please find Clinton Group’s presentation in connection with their campaign at ValueVision Media
(NASDAQ:VVTV) . The meeting date is set for 6/18 and the record date for the meeting is 5/2.
The presentation can also be found at http://bit.ly/TTprEX
Please let us know if you have any questions or concerns.
Best regards,
Lydia Mulyk
Vice President
Okapi Partners LLC
437 Madison Ave, 28th Floor
New York, NY 10022
CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P., CLINTON MAGNOLIA MASTER FUND, LTD., CLINTON
RELATIONAL OPPORTUNITY, LLC, CHANNEL COMMERCE PARTNERS, L.P., GEH CAPITAL, INC., CLINTON GROUP, INC.,
GEORGE E. HALL (COLLECTIVELY, "CLINTON") THOMAS D. BEERS, MARK BOZEK, RONALD L. FRASCH, THOMAS D.
MOTTOLA, ROBERT ROSENBLATT AND FRED SIEGEL (TOGETHER WITH CLINTON, THE "PARTICIPANTS") HAVE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS' SOLICITATION OF
PROXIES FROM THE STOCKHOLDERS OF VALUEVISION MEDIA, INC. (THE "COMPANY") FOR USE AT THE COMPANY'S 2014
ANNUAL MEETING OF STOCKHOLDERS (THE "PROXY SOLICITATION"). ALL STOCKHOLDERS OF THE COMPANY ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY
SOLICITATION BY THE PARTICIPANTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY
CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER
RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV/. IN ADDITION,
OKAPI PARTNERS LLC, CLINTON'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT
AND ACCOMPANYING PROXY CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297-0720 OR TOLL FREE AT
(855) 305-0857.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY
SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FILED BY CLINTON
WITH THE SEC ON MAY 12, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED
ABOVE.