UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PAXSON COMMUNICATIONS CORPORATION
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(Name of Issuer)
Class A Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
70423110
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(CUSIP Number)
Elizabeth A. Newell, Assistant Secretary
NBC Universal, Inc.
30 Rockefeller Plaza, New York, NY 10012
(212) 664-3307
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 7, 2005
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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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 70423110 Page 2 of 26 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NBC PALM BEACH INVESTMENT I, INC. 13-4078684
--------------- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /_/
(b) /x/
--------------- ----------------------------------------------------------------
3 SEC USE ONLY
--------------- ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
--------------- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------- ---------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 303,035,000*
BENEFICIALLY ---------- -----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------- -----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 303,035,000*
--------------------------------- ---------- -----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,035,000*
--------------- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
--------------- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.4%**
--------------- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------- ----------------------------------------------------------------
* Represents 303,035,000 shares of Class A Common Stock issuable upon
conversion of 60,607 shares of Preferred Stock by NBC Palm Beach I.
Shares of Preferred Stock are not currently convertible and the right
to convert is subject to material conditions, including, without
limitation, those contained in the Agreements and the applicable FCC
regulations.
** Based on 64,582,424 shares of Class A Common Stock outstanding as of
November 2, 2005 as reported by the Company in the Master Transaction
Agreement and 303,035,000 shares of Class A Common Stock issuable upon
conversion of 60,607 shares of Preferred Stock by NBC Palm Beach I.
SCHEDULE 13D
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CUSIP No. 70423110 Page 3 of 26 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NBC PALM BEACH INVESTMENT II, INC. 13-4078685
--------------- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /_/
(b) /x/
--------------- ----------------------------------------------------------------
3 SEC USE ONLY
--------------- ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
--------------- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------- ---------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------- ----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------- -----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------- ---------- -----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,455,062*
--------------- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
--------------- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%**
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------- ----------------------------------------------------------------
* Represents 15,455,062 shares of Class A Common Stock issuable upon
exercise of the Call Right by NBC Palm Beach II pursuant to the Call
Agreement. The Call Right is not currently exercisable and is subject
to material conditions, including, without limitation, those contained
in the Agreements and the applicable FCC regulations.
** Based on 64,582,424 shares of Class A Common Stock outstanding as of
November 2, 2005 as reported by the Company in the Master Transaction
Agreement.
SCHEDULE 13D
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CUSIP No. 70423110 Page 4 of 26 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NBC UNIVERSAL, INC. 14-1682529
--------------- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /_/
(b) /x/
--------------- ----------------------------------------------------------------
3 SEC USE ONLY
--------------- ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
--------------- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------- ---------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------- -----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------- -----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------- ---------- -----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,490,062*
--------------- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
--------------- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%**
--------------- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------- ----------------------------------------------------------------
* Represents 303,035,000 shares of Class A Common Stock issuable upon
conversion of 60,607 shares of Preferred Stock by NBC Palm Beach I and
15,455,062 shares of Class A Common Stock issuable upon exercise of the
Call Right by NBC Palm Beach II. Shares of Preferred Stock and the Call
Right are not currently convertible or exercisable and the right to
convert or exercise is subject to material conditions, including,
without limitation, those contained in the Agreements and the
applicable FCC regulations.
** Based on 64,582,424 shares of Class A Common Stock outstanding as of
November 2, 2005 as reported by the Company in the Master Transaction
Agreement and 303,035,000 shares of Class A Common Stock issuable upon
conversion of 60,607 shares of Preferred Stock by NBC Palm Beach I.
SCHEDULE 13D
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CUSIP No. 70423110 Page 5 of 26 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NATIONAL BROADCASTING COMPANY HOLDING, INC. 13-3448662
--------------- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /_/
(b) /x/
--------------- ----------------------------------------------------------------
3 SEC USE ONLY
--------------- ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------- ---------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES Disclaimed (See 11 below)
BENEFICIALLY ---------- -----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------- -----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH Disclaimed (See 11 below)
--------------------------------- ---------- -----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares of Class A Common Stock
disclaimed by National Broadcasting Company Holding, Inc.*
--------------- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
--------------- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable (See 11 above)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------- ----------------------------------------------------------------
* NEITHER THE FILING OF THIS SCHEDULE 13D NOR ANY OF ITS CONTENTS SHALL
BE DEEMED TO CONSTITUTE AN ADMISSION THAT NATIONAL BROADCASTING COMPANY
HOLDING, INC. IS THE BENEFICIAL OWNER OF ANY OF THE CLASS A COMMON
STOCK REFERRED TO HEREIN FOR THE PURPOSES OF SECTION 13(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR FOR ANY OTHER PURPOSE,
AND SUCH BENEFICIAL OWNERSHIP IS EXPRESSLY DISCLAIMED.
SCHEDULE 13D
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CUSIP No. 70423110 Page 6 of 26 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC COMPANY 14-0689340
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /_/
(b) /x/
--------------- ----------------------------------------------------------------
3 SEC USE ONLY
--------------- ----------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED /_/
PURSUANT TO ITEMS 2(d) or 2(e)
--------------- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------- ---------- -----------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES Disclaimed (See 11 below)
BENEFICIALLY ---------- -----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------- -----------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH Disclaimed (See 11 below)
--------------------------------- ---------- -----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares of Class A Common Stock
disclaimed by General Electric Company.*
--------------- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) /_/
EXCLUDES CERTAIN SHARES (See Instructions)
--------------- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable (See 11 above)
--------------- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------- ----------------------------------------------------------------
* NEITHER THE FILING OF THIS SCHEDULE 13D NOR ANY OF ITS CONTENTS SHALL
BE DEEMED TO CONSTITUTE AN ADMISSION THAT GENERAL ELECTRIC COMPANY IS
THE BENEFICIAL OWNER OF ANY OF THE CLASS A COMMON STOCK REFERRED TO
HEREIN FOR THE PURPOSES OF SECTION 13(D) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, OR FOR ANY OTHER PURPOSE, AND SUCH BENEFICIAL
OWNERSHIP IS EXPRESSLY DISCLAIMED.
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends the
Schedule 13D filed on September 27, 1999 (the "Initial Schedule 13D"), as
amended by Amendment No. 1 filed on February 14, 2003 (together with the Initial
Schedule 13D, the "Schedule 13D"), which relate to shares of Class A Common
Stock ("Class A Common Stock"), par value $0.001 per share, of Paxson
Communications Corporation (the "Company"). Capitalized terms used but not
defined herein shall have the meanings attributed to them in the Schedule 13D.
All items or responses not described herein remain as previously reported in the
Schedule 13D.
Item 2. Identity and Background.
Paragraph 1 of Item 2 is hereby amended by adding the following
paragraph immediately following the last sentence thereof:
"This Amendment is being filed by NBC Palm Beach Investment I, Inc.
("NBC Palm Beach I"), and NBC Palm Beach Investment II, Inc. ("NBC Palm Beach
II"), for and on behalf of themselves, NBC Universal, Inc. (f/k/a National
Broadcasting Company, Inc.) ("NBCU"), NBC Holding and GE. The transactions
disclosed in the Schedule 13D are herein referred to as the "Investment" and the
transactions described in Amendment No. 2 are referred to herein as the "Amended
Investment." NBC Palm Beach I and NBC Palm Beach II are wholly owned
subsidiaries of NBCU. NBCU is an 80% owned subsidiary of NBC Holding, and NBC
Holding is a wholly owned subsidiary of GE. NBC Palm Beach I, NBC Palm Beach II,
NBCU are referred to herein as the "NBCU Entities" and the NBCU Entities, NBC
Holding and GE are referred to herein as the "Reporting Persons." An agreement
among the Reporting Persons with respect to the filing of Amendment No. 2 is
attached hereto as Exhibit 19."
Paragraph 5 of Item 2 is hereby amended and restated in its entirety to
read as follows:
"As of the date hereof, the name, business address, present principal
occupation or employment, and citizenship of each director and executive officer
of NBC Palm Beach I, NBC Palm Beach II, NBCU, NBC Holding and GE are set forth
on Schedules A, B, C, D and E attached hereto, respectively."
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 is hereby amended by adding the following paragraph immediately
after the last sentence thereof:
"On November 7, 2005, in connection with the Amended Investment, the
Shares of 8% Series B Convertible Exchangeable Preferred Stock ("Original
Preferred Stock") issued to NBC Palm Beach I in 1999, as well as accrued
dividends thereon declared and paid in the form of Original Preferred Stock,
have been redesignated as 11% Series B Convertible Exchangeable Preferred Stock
of the Company ("Preferred Stock"), par value $0.001 per share. In addition, NBC
Palm Beach I agreed to acquire 250 shares (the "New Shares") of Preferred Stock,
convertible into 1,250,000 shares of Class A Common Stock (subject to adjustment
under the terms of the Certificate of Designation). Preferred Stock, consisting
of the New Shares, the Shares and all accrued stock dividends on the Shares, may
be convertible into 303,035,000 shares of Class A Common Stock in the aggregate.
However, shares of Preferred Stock are not currently convertible and the right
to convert is subject to material conditions, including, without limitation,
those contained in the Agreements (as defined below) and the applicable Federal
Communications Commission ("FCC") regulations. An aggregate purchase price of
$2.5 million for the New Shares was paid by NBC Palm Beach I. NBC Palm Beach I
received the funds necessary to pay the purchase price as a capital contribution
from NBCU. NBCU made such capital contribution out of its working capital."
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented to read as follows:
"Since the Investment in 1999, certain disputes have arisen among Mr.
Lowell W. Paxson, Second Crystal Diamond Limited Partnership, Paxson Enterprises
Inc. (collectively, the "Paxson Stockholders"), the NBCU Entities and the
Company as to the rights and obligations under the Investment. The NBCU
Entities, the Paxson Stockholders and the Company have agreed to modify the
terms of the Investment, engage in the Amended
Page 7 of 26 Pages
Investment and settle all outstanding disputes. On November 7, 2005, the parties
entered into a Master Transaction Agreement (the "Master Transaction Agreement")
to amend and restate certain agreements dated as of September 15, 1999, which
were described in and filed as exhibits to the Initial Schedule 13D, and to
effectuate the transactions contemplated by the various transaction agreements,
including the agreements described herein (the "Agreements"). This description
is not complete and is subject to the terms of the Master Transaction Agreement,
attached as Exhibit 11. Each of the Agreements is filed as an exhibit hereto (as
indicated below) and incorporated by reference herein.
In connection with the Amended Investment, the NBCU Entities have
agreed, among other things, to cancel the Warrants held by NBC Palm Beach I and
enter into the Agreements on November 7, 2005.
NBCU and the Company entered into an Amended and Restated Investment
Agreement amending and restating the original Investment Agreement dated as of
September 15, 1999, previously filed as Exhibit 2 to the Initial Schedule 13D,
whereby the parties agreed to amend certain provisions and redefine the rights
of NBCU as an investor. The Company is required to obtain the consent of NBCU or
its permitted transferee with respect to certain corporate actions and NBCU has
a right of first refusal, which terminates upon the earlier of the closing of
the Call Right (as defined below) or the date the Call Right expires
unexercised, to purchase any Company television station serving a top 50 market
that the Company proposes to sell. This description is not complete and is
subject to the terms of the Amended and Restated Investment Agreement, attached
as Exhibit 12.
NBCU, the Company and the Paxson Stockholders entered into an Amended
and Restated Stockholder Agreement (the "Stockholder Agreement"), amending and
restating the original Stockholder Agreement dated as of September 15, 1999,
previously filed as Exhibit 3 to the Initial Schedule 13D. The Stockholder
Agreement provides, in part, that the Company will use reasonable best efforts
to fill the existing four vacancies on the board of directors with independent
directors. In connection with the selection and appointment of new directors,
the Company also amended its by-laws with respect to the chairman of the board
of directors. The Paxson Stockholders have agreed to vote (or cause to be voted)
all shares beneficially owned by them (A) in favor of, among other matters, the
following proposals: (i) an amendment to the Company's certificate of
incorporation to increase the number of authorized shares of Class A and
non-voting Class C Common Stock; (ii) an amendment to the stock-based
compensation plan to increase the number of shares of Class A Common Stock
authorized for issuance thereunder; (iii) the issuance of shares of Common Stock
if and to the extent necessary to satisfy the listing thereof under applicable
rules of the American Stock Exchange; and (iv) any other matters necessary to
consummate the transactions contemplated by the various transaction agreements,
including the Agreements listed as exhibits hereto, (B) against any proposal
that would result in a change of control and (C) in the same proportion as the
public stockholders on the election of the directors to the board. The Paxson
Stockholders granted an irrevocable proxy to a grantee to vote in favor of the
stockholder approvals numbered (i), (ii) and (iii) above.
The Stockholder Agreement further provides that upon the earliest to
occur of (a) the exercise of the Call Right by NBC Palm Beach II or a permitted
transferee, (b) the transfer of the Call Right by NBC Palm Beach II and (c) the
transfer by NBC Palm Beach I of Preferred Stock which would constitute a change
of control of the Company, NBCU or such permitted transferee will commence a
cash tender offer (the "Tender Offer") for all of the outstanding shares of
Class A Common Stock. The Tender Offer price is $1.25 per share of Class A
Common Stock, which increases at an annual rate equal to 10% starting from
October 1, 2005 through the date of the commencement of the Tender Offer. The
Paxson Stockholders acknowledged that they would be unable to tender 15,455,062
shares of Class A Common Stock owned by them in the Tender Offer because these
shares are subject to the Call Right.
In the event NBC Palm Beach II chooses not to exercise or transfer the
Call Right, or NBCU or a permitted transferee, as applicable, fails to commence
the Tender Offer within the time period specified in the Stockholder Agreement,
(i) NBCU is required to surrender to the Company shares of Preferred Stock with
an aggregate liquidation preference plus accrued and unpaid dividends equal to
$105 million plus accretion of 10% per year from October 1, 2005 (the "Investor
Call Right Termination Amount"), and (ii) if, at the time of such surrender,
there are any holders of Class A Common Stock who would have been eligible to
participate in the Tender Offer, the Company will distribute to such holders,
shares of Preferred Stock (or, at the Company's option, another class or series
of preferred stock of the Company with substantially identical economic rights)
with an aggregate liquidation preference equal to the Investor Call Right
Termination Amount.
Page 8 of 26 Pages
Pursuant to the Stockholder Agreement, NBCU and its affiliates may
facilitate the commencement of an early tender offer by a third party (an "Early
Tender Offer") at any time prior to the occurrence of an event as described
above that would trigger a Tender Offer. In the event of an Early Tender Offer,
if NBC Palm Beach II or a permitted transferee, as applicable, fails to exercise
the Call Right within a certain specified time period, NBCU will pay to the
Company $2,410,375.30 as liquidated damages. In addition, NBCU has agreed to
restrict its ability to freely transfer the shares of Preferred Stock prior to
the earlier of the exercise or termination of the Call Right and the Company has
agreed to limit its ability to issue additional shares of Class A Common Stock
or other securities which are exchangeable or exercisable for or convertible
into shares of Class A Common Stock prior to the earlier of the consummation of
the Tender Offer or an Early Tender Offer, as the case may be, or the closing or
termination of the Call Right. This description of the Stockholder Agreement is
not complete and is subject to the terms of the Stockholder Agreement, attached
as Exhibit 13.
NBC Palm Beach II and the Paxson Stockholders also entered into a Call
Agreement (the "Call Agreement"), which supersedes the original 1999 call
agreement which was described in and previously filed as Exhibit 5 to the
Initial Schedule 13D. The Call Agreement gives NBC Palm Beach II the right (the
"Call Right") to purchase, in whole but not in part, (i) 8,311,639 shares of
Class B Common Stock and (ii) 15,455,062 shares of Class A Common Stock owned
and held by the Paxson Stockholders (and any other shares received by the Paxson
Stockholders as a result of a stock dividend, stock split, merger,
recapitalization, combination or other transaction involving the Company). In
consideration for the grant of the Call Right, NBC Palm Beach II paid to the
Paxson Stockholders $25,013,446.85, equal to (1) $1.15 per share for 8,311,639
share of Class B Common Stock and (2) $1.00 per share for 15,455,062 shares of
Class A Common Stock. The Call Right is exercisable at a price of $0.29 per
share of Class B Common Stock and $0.25 per share of Class A Common Stock and
expires on the earlier of May 6, 2007 or 75 days after consummation of an Early
Tender Offer, subject to certain exceptions.
Under the Call Agreement, NBC Palm Beach II may transfer the Call Right
to a permitted transferee who meets the requirements specified in the Call
Agreement and is approved by the board of directors of the Company in the
reasonable exercise of its business judgment rule. Under existing FCC
regulations, NBC Palm Beach II cannot exercise the Call Right. As a result, NBC
Palm Beach II intends to seek a permitted transferee of the Call Right, who will
then exercise the Call Right. In addition, NBCU agreed to place in escrow
$3,863,765.50, the exercise price of the Call Right with respect to 15,455,062
shares of Class A Common Stock, and the Paxson Stockholders agreed to deposit
all such shares of Class A Common Stock into escrow pursuant to the Escrow
Agreement. This description is not complete and is subject to the terms of the
Call Agreement the Escrow Agreement, attached as Exhibits 14 and 17,
respectively.
The Company amended and restated the Certificate of Designation (the
"Certificate of Designation") with respect to the Original Preferred Stock and
redesignated the Original Preferred Stock as Preferred Stock. As of September
30, 2005, the aggregate liquidation preference plus accrued and unpaid dividends
on 41,500 shares of Original Preferred Stock was $703,572,555, based on a 28.3%
dividend rate that was reset on September 15, 2004. Such reset 28.3% dividend
rate was the subject of litigation between the Company and NBCU, which was
settled pursuant to the Settlement Agreement between the Company and NBCU. This
description is not complete and is subject to the terms of the Settlement
Agreement, attached as Exhibit 18.
In connection with the Amended Investment, the Company declared and
paid a stock dividend of an additional 18,857 shares of Original Preferred Stock
to NBC Palm Beach I, which NBC Palm Beach I and NBCU have agreed to accept in
full satisfaction of the accrued and unpaid dividends on the Original Preferred
Stock through and including September 30, 2005, with the result that the
aggregate liquidation preference of the Original Preferred Stock outstanding as
of September 30, 2005 was $603,570,000. Those 60,357 shares of Original
Preferred have been redesignated as 60,375 shares of Preferred Stock, with a
liquidation preference of $10,000 per share. Starting from October 1, 2005,
Preferred Stock accrues cumulative, non-compounded dividends at the rate of 11%
per year.
Pursuant to the Certificate of Designation, NBC Palm Beach I may, at
any time after the closing of the Call Right, convert the shares of Preferred
Stock into shares of Class A Common Stock. The initial conversion price is $2
per share, increasing at a rate equal to the dividend rate on Preferred Stock.
If NBC Palm Beach I determines that FCC regulations prohibit it from holding
shares of Class A Common Stock, NBC Palm Beach I may convert the shares of
Preferred Stock into an equal number of shares of non-voting Class C Common
Stock of the Company.
Page 9 of 26 Pages
Such non-voting common stock will be immediately convertible into Class A Common
Stock upon transfer by NBC Palm Beach I to a permitted transferee. Shares of
Preferred Stock may also be exchanged for New Exchange Debentures (as defined in
the Certificate of Designation), in whole or in part, on a pro rata basis, at
the option of NBC Palm Beach I or its transferee (the "Exchange Right"). The
exchange rate shall be $1.00 principal amount of New Exchange Debentures for
each $1.00 of liquidation preference and accumulated and unpaid dividends of the
shares of Preferred Stock. Certain limitations and qualifications of the
Exchange Right are set forth in the Certificate of Designation and the Form of
Indenture. This description is not complete and is subject to the terms of the
Certificate of Designation, attached as Exhibit 15, and the Form of Indenture,
filed as Exhibit 9 to the Initial Schedule 13D and incorporated herein by
reference.
The Company and NBCU also amended (the "Registration Rights Amendment")
certain provisions of the Registration Rights Agreement entered into between the
parties in 1999, a copy of which was filed as Exhibit 4 to the Initial Schedule
13D and is incorporated herein by reference. The Registration Rights Amendment
provides that the Company must register, under certain circumstances, shares of
Class A Common Stock issuable upon the conversion of (i) the shares of Preferred
Stock, including any shares of Preferred Stock deliverable by the NBCU as a
result of NBC Palm Beach II's failure to exercise or transfer the Call Right or
NBCU or a permitted transferee's failure to timely consummate the Tender Offer
as described above in the summary of the Stockholder Agreement, (ii) New
Exchange Debentures for which any of the shares of Preferred Stock have been
exchanged, or (iii) the shares of Class B Common Stock purchased under the Call
Agreement. The Registration Rights Amendment also lowers the minimum market
value thresholds for shares eligible to demand registration. This description is
not complete and is subject to the terms of the Registration Rights Amendment,
attached as Exhibit 16.
Except as set forth above, none of the Reporting Persons have any
present plans or proposals which relate to or would result in any actions
described in Item 4 of the Schedule 13D."
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety to read as follows:
"(a) The responses of the Reporting Persons to Rows (7) through (13) of the
cover page of this statement on Amendment No. 2 are incorporated herein by
reference. After giving effect to the Amended Investment, NBC Palm Beach I holds
60,607 shares of Preferred Stock convertible into 303,035,000 shares of Class A
Common Stock and NBC Palm Beach II has the Call Right to purchase 15,455,062
shares of Class A Common Stock and 8,311,639 shares of Class B Common Stock. The
NBCU Entities would hold, in the aggregate, 318,490,062 shares of Class A Common
Stock upon conversion of Preferred Stock and upon the exercise of the Call
Right, which represent beneficial ownership of 86.6% of the outstanding Class A
Common Stock of the Company, and 8,311,639 shares of Class B Common Stock, which
represent beneficial ownership of 100% of the outstanding Class B Common Stock.
However, the right to acquire such shares of Class A Common Stock or Class B
Common Stock upon conversion or exercise is subject to material conditions,
including, without limitation, those contained in the Agreements and the
applicable FCC regulations.
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 Class A Common Stock or Class B Common
Stock.
(b) The responses of the Reporting Persons to (i) Rows (7) through (13) of
the cover pages of this statement on Amendment No. 2 and (ii) Item 5(a) hereof
are incorporated herein by reference. Upon conversion of all of the shares of
Preferred Stock, NBC Palm Beach I would have the sole power to dispose of
303,035,000 shares of Class A Common Stock. Upon exercise of the Call Right by
NBC Palm Beach II, NBC Palm Beach II would have the sole power to dispose of
15,455,062 shares of Class A Common Stock and 8,311,639 shares of Class B Common
Stock. However, neither the shares of Preferred Stock are currently convertible
nor is the Call Right currently exercisable. The right to acquire such shares of
Class A Common Stock or Class B Common Stock upon conversion or exercise is
subject to material conditions, including, without limitation, those contained
in the Agreements and the applicable FCC regulations.
Page 10 of 26 Pages
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 to direct the vote or to dispose or
direct the disposition of any of the shares of Class A Common Stock or other
securities of the Company which they may be deemed to beneficially own.
(c) Except as disclosed in Items 3 and 4 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 Class A 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 NBC Holding or GE is the "beneficial owner" of any shares of
Class A Common Stock or other securities of the Company."
Item 7. Materials to be Filed as Exhibits.
Exhibit No. Description
Exhibit 11 Master Transaction Agreement, dated as of November 7, 2005, among Paxson Communications
Corporation, NBC Universal, Inc., Mr. Lowell W. Paxson, Second Crystal Diamond Limited
Partnership, Paxson Enterprises, Inc., Paxson Management Corporation, NBC Palm Beach
Investment I, Inc. and NBC Palm Beach Investment II, Inc.
Exhibit 12 Amended and Restated Investment Agreement, dated as of November 7, 2005, between Paxson
Communications Corporation and NBC Universal, Inc.
Exhibit 13 Amended and Restated Stockholder Agreement, dated as of November 7, 2005, among Paxson
Communications Corporation, NBC Universal, Inc., Mr. Lowell W. Paxson, Second Crystal
Diamond Limited Partnership and Paxson Enterprises, Inc.
Exhibit 14 Call Agreement, dated as of November 7, 2005, among NBC Palm Beach Investment II, Inc., Mr.
Lowell W. Paxson, Second Crystal Diamond Limited Partnership and Paxson Enterprises, Inc.
Exhibit 15 Amended and Restated Certificate of Designation, dated as of November 7, 2005, by Paxson
Communications Corporation.
Exhibit 16 Letter Amendment to the Registration Rights Agreement, dated as of November 7, 2005, between
Paxson Communications Corporation and NBC Universal, Inc.
Exhibit 17 Escrow Agreement, dated as of November 7, 2005, among NBC Universal, Inc., Mr. Lowell W.
Paxson, Second Crystal Diamond Limited Partnership, Paxson Enterprises, Inc. and The Bank of
New York, as the Escrow Agent.
Exhibit 18 Settlement Agreement, dated as of November 7, 2005, between Paxson Communications
Corporation and NBC Universal, Inc.
Exhibit 19 Joint Filing Agreement, dated as of November 7, 2005, among NBC Palm Beach Investment I,
Inc., NBC Palm Beach Investment II, Inc., NBC Universal, Inc., National Broadcasting Company
Holding, Inc. and General Electric Company.
Page 11 of 26 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GENERAL ELECTRIC COMPANY
By: /s/ Richard Cotton
-----------------------
Name: Richard Cotton
Title: Corporate Officer
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Elizabeth A. Newell
---------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary
NBC UNIVERSAL, INC.
By: /s/ Elizabeth A. Newell
---------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary
NBC PALM BEACH Investment I, INC.
By: /s/ Elizabeth A. Newell
-----------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary
NBC PALM BEACH Investment II, INC.
By: /s/ Elizabeth A. Newell
-----------------------------
Name: Elizabeth A. Newell
Title: Assistant Secretary
Dated: November 8, 2005
Page 12 of 26 Pages
SCHEDULE A
Directors and Executive Officers of
NBC Palm Beach Investment I, Inc.
DIRECTORS
Name Present Principal Occupation Present Business Address Citizenship
Robert C. Wright President & CEO, NBC Universal 30 Rockefeller Plaza United States
New York, NY 10112
Randel A. Falco Vice President & Group 30 Rockefeller Plaza United States
President, NBC TV Network New York, NY 10112
Jay Ireland President, NBC & Telemundo 30 Rockefeller Plaza United States
Television Stations New York, NY 10112
Lynn Calpeter Chief Financial Officer, NBC 30 Rockefeller Plaza United States
Universal New York, NY 10112
EXECUTIVE OFFICERS
Name Present Principal Occupation Present Business Address Citizenship
Robert C. Wright President 30 Rockefeller Plaza United States
New York, NY 10112
Randel A. Falco Vice President 30 Rockefeller Plaza United States
New York, NY 10112
Jay Ireland Vice President 30 Rockefeller Plaza United States
New York, NY 10112
Lynn Calpeter Treasurer 30 Rockefeller Plaza United States
New York, NY 10112
Richard Cotton Secretary 30 Rockefeller Plaza United States
New York, NY 10112
Todd Davis Assistant Treasurer 30 Rockefeller Plaza United States
New York, NY 10112
Brian O'Leary Assistant Treasurer 30 Rockefeller Plaza United States
New York, NY 10112
Bill LeBeau Assistant Secretary 30 Rockefeller Plaza United States
New York, NY 10112
Elizabeth A. Newell Assistant Secretary 30 Rockefeller Plaza United States
New York, NY 10112
i
SCHEDULE B
Directors and Executive Officers of
NBC Palm Beach II, Inc.
DIRECTORS
Name Present Principal Occupation Present Business Address Citizenship
Robert C. Wright President & CEO, NBC Universal 30 Rockefeller Plaza United States
New York, NY 10112
Randel A. Falco Vice President & Group 30 Rockefeller Plaza United States
President, NBC TV Network New York, NY 10112
Jay Ireland President, NBC & Telemundo 30 Rockefeller Plaza United States
Television Stations New York, NY 10112
Lynn Calpeter Chief Financial Officer, NBC 30 Rockefeller Plaza United States
Universal New York, NY 10112
EXECUTIVE OFFICERS
Name Present Principal Occupation Present Business Address Citizenship
Robert C. Wright President 30 Rockefeller Plaza United States
New York, NY 10112
Randel A. Falco Vice President 30 Rockefeller Plaza United States
New York, NY 10112
Jay Ireland Vice President 30 Rockefeller Plaza United States
New York, NY 10112
Lynn Calpeter Treasurer 30 Rockefeller Plaza United States
New York, NY 10112
Richard Cotton Secretary 30 Rockefeller Plaza United States
New York, NY 10112
Todd Davis Assistant Treasurer 30 Rockefeller Plaza United States
New York, NY 10112
Brian O'Leary Assistant Treasurer 30 Rockefeller Plaza United States
New York, NY 10112
Bill LeBeau Assistant Secretary 30 Rockefeller Plaza United States
New York, NY 10112
Elizabeth A. Newell Assistant Secretary 30 Rockefeller Plaza United States
New York, NY 10112
ii
SCHEDULE C
Directors and Executive Officers of
NBC Universal, Inc.
DIRECTORS
Name Present Business Address Present Principal Occupation
J.R. Immelt General Electric Company Chairman of the Board and Chief Executive
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431
R.C. Wright NBC Universal, Inc. Vice Chairman of the Board and Executive Officer,
30 Rockefeller Plaza General Electric Company; Chairman and Chief
New York, NY 10112 Executive Officer, NBC Universal, Inc.
L. Calpeter NBC Universal, Inc. Executive Vice President and Chief Financial
30 Rockefeller Plaza Officer, NBC Universal, Inc.
New York, NY 10112
R. De Metz(*) Vivendi Universal S.A. Executive Vice President, Mergers and
42 Avenue de Friedland Acquisitions, Vivendi Universal S.A.
75380 Paris Cedex, 08
France
D. Ebersol NBC Universal, Inc. Chairman, NBCU Sports & Olympics, NBC
30 Rockefeller Plaza Universal, Inc.
New York, NY 10112
R. A. Falco NBC Universal, Inc. President, NBCU TV Networks Group, NBC Universal,
30 Rockefeller Plaza Inc.
New York, NY 10112
Jean-Rene Fourtou (*) Vivendi Universal S.A. Chairman, Chief Executive Officer, and Director,
42 Avenue de Friedland Vivendi Universal S.A.
75380 Paris Cedex, 08
France
J. W. Ireland III NBC Universal, Inc. President, NBCU TV Stations, NBC Universal, Inc.
30 Rockefeller Plaza
New York, NY 10112
Jean-Bernard Levy (*) Vivendi Universal S.A. Chief Operating Officer, Vivendi Universal S.A.
42 Avenue de Friedland
75380 Paris Cedex, 08
France
R. Meyer Universal Studios, Inc. President,
100 Universal City Plaza Chief Operating Officer, and Director,
Universal City, CA 91608 Universal Studios, Inc. and Vivendi Universal
Entertainment LLLP
K.S. Sherin General Electric Company Senior Vice President and Chief Financial
3135 Easton Turnpike Officer, General Electric Company
Fairfield, CT 06431
iii
S. Snider Universal Pictures Division Chairman, Universal Pictures Group
100 Universal City Plaza
Universal City, CA 91608
T.L. Williams Universal Studios Florida Chairman and Chief Executive Officer,
1000 Universal Studios Plaza Universal Parks & Resorts Group
Orlando, FL 32819
J. Zucker NBC Universal, Inc. President - NBCU TV Group, NBC Universal, Inc.
30 Rockefeller Plaza
New York, NY 10112
Citizenship:
All: United States, except as noted (*). Asterisk denotes 3 individuals as French citizens.
EXECUTIVE OFFICERS
Name Present Business Address Present Principal Occupation
R. C. Wright NBC Universal, Inc. Vice Chairman of the Board
30 Rockefeller Plaza and Executive Officer,
New York, NY 10112 General Electric Company;
Chairman and Chief Executive Officer, NBC
Universal, Inc.
L. Calpeter NBC Universal, Inc. Executive Vice President/
30 Rockefeller Plaza Chief Financial Officer/
New York, NY 10112 Treasurer
R. Cotton NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
D. Ebersol NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
J.W. Eck NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
R.A. Falco NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
J.W. Ireland III NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
A. Perez NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
iv
M. Saperstein NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
E. Whelley NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
D. Zaslav NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
J. Zucker NBC Universal, Inc. Executive Vice President
30 Rockefeller Plaza
New York, NY 10112
Citizenship: All United States.
v
SCHEDULE D
Directors and Executive Officers of
National Broadcasting Company Holdings, Inc.
DIRECTORS
Name Present Business Address President Principal Occupation
J.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
Sir William Castell GE Healthcare Vice Chairman of the Board and
Pollards Wood, Nightingales Lane Executive Officer, General Electric
Chalfont St. Giles Company; Chairman, GE Healthcare
HP8 4SP Great Britain
Dennis D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General Electric
Fairfield, CT 06431 Company;
Chairman, General Electric Capital
Services, Inc.
A.M. Fudge General Electric Company Former Executive Vice
3135 Easton Turnpike President, Kraft Foods, Inc.
Fairfield, CT 06431
Jeffrey R. Immelt General Electric Company Chairman of the Board and Chief
3135 Easton Turnpike Executive Officer, General Electric
Fairfield, CT 06431 Company
A. Jung Avon Products Chairman and Chief Executive
1345 Avenue of the Americas Officer, Avon Products, Inc.
New York, NY 10105
A.G. Lafley The Proctor & Gamble Company Chairman of the Board, President
1 Proctor & Gamble Plaza and
Cincinnati, OH 45202-3315 Chief Executive Officer, The
Proctor & Gamble Company
R.S. Larsen Johnson & Johnson Former Chairman and Chief
100 Albany Street Executive Officer
Suite 200
New Brunswick, NJ 08901
R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer
New York, NY 10019-7316
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Stsreet, N.E.
Atlanta, Georgia 30303
R.S. Penske Penske Corporation Chairman of the Board
vi
2555 Telegraph Road and President,
Bloomfield Hills, MI Penski Corporation
48302-0954
R.J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Dean
Cornell University and Professor of Accounting
207 Sage Hall
Ithaca, NY 14853-6201
D.A. Warner III J.P. Morgan Chase & Co., Retired Chairman of the
The Chase Manhattan Bank and Board
Morgan Guaranty Trust Co. of New York
345 Park Avenue
New York, NY 10154
Robert C. Wright National Broadcasting Company, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General Electric
New York, NY 10112 Company;
Chairman & Chief Executive Officer,
National Broadcasting Company, Inc.
Citizenship:
-----------
Sir William Castell United Kingdom
A. Jung Canada
All Others U.S.A.
EXECUTIVE OFFICERS
Name Present Business Address Present Principal Occupation
Robert C. Wright National Broadcasting Company, Inc. Chairman, Chief
30 Rockefeller Plaza Executive Officer
New York, NY 10112
Lynn Calpeter National Broadcasting Company, Inc. Vice President,
30 Rockefeller Plaza Treasurer
New York, NY 10112
Todd Davis National Broadcasting Company, Inc. Assistant Treasurer
30 Rockefeller Plaza
New York, NY 10112
Brian O'Leary National Broadcasting Company, Inc. Assistant Treasurer
30 Rockefeller Plaza
New York, NY 10112
Benjamin W. Heineman, Jr. General Electric Company Secretary
3135 Easton Turnpike
Fairfield, CT 06431
vii
Eliza Fraser General Electric Company Assistant Secretary
3135 Easton Turnpike
Fairfield, CT 06431
Elizabeth Newell National Broadcasting Company, Inc. Assistant Secretary
30 Rockefeller Plaza
New York, NY 10112
Citizenship:
-----------
All: U.S.A.
viii
SCHEDULE E
DIRECTORS AND EXECUTIVE OFFICERS OF
GENERAL ELECTRIC COMPANY
DIRECTORS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
J.I. Cash, Jr. General Electric Company Former Professor of Business
3135 Easton Turnpike Administration-Graduate
Fairfield, CT 06828 School of Business
Administration, Harvard
University
Sir William Castell GE Healthcare Vice Chairman of the Board and
Pollards Wood, Nightingales Lane Executive Officer, General
Chalfont St. Giles Electric Company; Chairman,
HP8 4SP Great Britain GE Healthcare
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06828 Electric Company; Chairman,
General Electric Capital
Services, Inc.
A.M. Fudge Young & Rubicam, Inc. Chairman and Chief
285 Madison Avenue Executive Officer,
New York, NY 10017 Young & Rubicam, Inc.
C.X. 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
J.R. Immelt General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06828 Officer, General Electric
Company
A. Jung Avon Products, Inc. Chairman and Chief
1345 Avenue of the Americas Executive Officer,
New York, NY 10105 Avon Products, Inc.
A.G. Lafley The Procter & Gamble Company Chairman of the Board, President
1 Procter & Gamble Plaza and Chief Executive
Cincinnati, OH 45202-3315 The Procter & Gamble Company
GENERAL ELECTRIC COMPANY DIRECTORS (CONTINUED)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
R.W. Lane Deere & Company Chairman and Chief
One John Deere Place Executive Officer
Moline, Illinois 61265 Deere & Company
R.S. Larsen Johnson & Johnson Former Chairman and Chief
100 Albany Street Executive Officer
Suite 200
New Brunswick, NJ 08901
R.B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief
309 West 49th Street Executive Officer
New York, NY 10019-7316
S. Nunn Sam Nunn School of Retired Partner
International Affairs King & Spalding
Georgia Institute of Technology
781 Marietta Street, NW
Atlanta, Georgia 30318
R.S. Penske Penske Corporation Chairman of the Board
2555 Telegraph Road and President, Penske
Bloomfield Hills, MI 48302-0954 Corporation
R.J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Dean
Cornell University and Professor of Accounting
207 Sage Hall
Ithaca, NY 14853-6201
D.A. Warner III J. P. Morgan Chase & Co., Former Chairman of the Board
The Chase Manhattan Bank and
Morgan Guaranty Trust Co. of New York
270 Park Avenue
New York, NY 10154
R.C. Wright NBC Universal, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
NBC Universal, Inc.
Citizenship
-----------
Sir William Castell United Kingdom
Claudio X. Gonzalez Mexico
Andrea Jung Canada
All Others U.S.A.
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS
PRESENT 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 06828
P.D. Ameen General Electric Company Vice President and Comptroller
3135 Easton Turnpike
Fairfield, CT 06828
F. Beccalli General Electric Company Senior Vice President-
3135 Easton Turnpike GE Europe
Fairfield, CT 06828
C. T. Begley General Electric Company Senior Vice President
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
M. W. Begor General Electric Company Senior Vice President
1600 Summer Street GE Consumer Finance - Americas
Stamford, CT 06927
P.T. Bossidy General Electric Company Senior Vice President -
44 Old Ridgebury Road GE Commercial Financial Service
Danbury, CT 06810 Leasing
D.L. Calhoun General Electric Company Vice Chairman of General
3135 Easton Turnpike Electric Company; President
Fairfield, CT 06828 & CEO, GE Infrastructure
J.P. Campbell General Electric Company Senior Vice President -
Appliance Park GE Consumer & Industrial
Louisville, KY 40225
W. H. Cary General Electric Company Vice President -
3135 Easton Turnpike Investor Communications
Fairfield, CT 06828
K.A. Cassidy General Electric Company Vice President and
201 High Ridge Road GE Treasurer
Stamford, CT 06905-3417
Sir William Castell GE Healthcare Vice Chairman of the Board and
Pollards Wood, Nightingales Lane Executive Officer, General
Chalfont St. Giles Electric Company; Chairman,
HP8 4SP Great Britain GE Healthcare
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06828
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
P. Daley General Electric Company Vice President -
3135 Easton Turnpike Corporate Business
Fairfield, CT 06828 Development
D.D. Dammerman General Electric Company Vice Chairman of the Board and
3135 Easton Turnpike Executive Officer, General
Fairfield, CT 06828 Electric Company; Chairman,
General Electric Capital
Services, Inc.
B.B. Denniston III General Electric Company Vice President and
3135 Easton Turnpike General Counsel
Fairfield, CT 06828
S.C. Donnelly General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
S. Fitzsimons General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial Planning
Fairfield, CT 06828 and Analysis
Y. Fujimori General Electric Company Senior Vice President -
21 Mita 1-chome GE Consumer Finance-Asia
Meguro-ku 3d Floor Alto
Tokyo, Japan 153-0062
A.H. Harper General Electric Company Senior Vice President -
260 Long Ridge Road GE Equipment Services
Stamford, CT 06927
B.W. Heineman, Jr. General Electric Company Senior Vice President, Law
3135 Easton Turnpike and Public Affairs
Fairfield, CT 06828
J.M. Hogan General Electric Company Senior Vice President -
Pollards Wood, Nightingales Lane GE Healthcare
Chalfont St. Giles
HP8 4SP Great Britain
J. Krenicki General Electric Company Senior Vice President -
4200 Wildwood Parkway GE Energy
Atlanta, GA 30339
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
---- ---------------- --------------------
M.M. Little General Electric Company Senior Vice President -
One Research Circle GE Global Research
Niskayuna, NY 12309
M.A. Neal General Electric Company Vice Chairman of General
260 Long Ridge Road Electric Company; President
Stamford, CT 06927 & CEO, GE Commercial
Financial Services
D.R. Nissen General Electric Company Senior Vice President -
201 High Ridge Road GE Consumer Finance
Stamford, CT 06905-3417
D. O'Connor General Electric Company Senior Vice President
Woodchester House GE Consumer Finance - Europe
Golden Lake Dublin 8
Dublin 8 IRE
J.A. Parke General Electric Company Senior Vice President -
260 Long Ridge Road General Electric Company
Stamford, CT 06927 Vice Chairman, GE Capital
Corporation
M.E. Pralle General Electric Company Senior Vice President
292 Long Ridge Road GE Commercial Financial Services -
Stamford, CT 06927 Real Estate
R.R. Pressman General Electric Company Senior Vice President -
9201 State Line GE Insurance
Kansas City, KS, 64114-3234
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06828
J.G. Rice General Electric Company Vice Chairman of General
4200 Wildwood Parkway Electric Company; President
Atlanta, GA 30339 & CEO, GE Industrial
K.S. Sherin General Electric Company Senior Vice President - Finance
3135 Easton Turnpike and Chief Financial Officer
Fairfield, CT 06828
L.G. Trotter General Electric Company Executive Vice President
3135 Easton Turnpike
Fairfield, CT 06828
W.A. Woodburn General Electric Company Senior Vice President -
187 Danbury Road GE Industrial
Wilton, CT 06897
GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued)
R.C. Wright NBC Universal, Inc. Vice Chairman of the Board and
30 Rockefeller Plaza Executive Officer, General
New York, NY 10112 Electric Company; Chairman
and Chief Executive Officer,
NBC Universal, Inc.
Citizenship
Ferdinando Beccalli Italy
Sir William Castell United Kingdom
Shane Fitzsimons Ireland
Dan O'Connor Ireland
Yoshiaki Fujimori Japan
All Others U.S.A.
EXHIBIT INDEX
-------------
Exhibit No. Description
Exhibit 11 Master Transaction Agreement, dated as of November 7,
2005, among Paxson Communications Corporation, NBC
Universal, Inc., Mr. Lowell W. Paxson, Second Crystal
Diamond Limited Partnership, Paxson Enterprises, Inc.,
Paxson Management Corporation, NBC Palm Beach Investment I,
Inc. and NBC Palm Beach Investment II, Inc.
Exhibit 12 Amended and Restated Investment Agreement, dated as of
November 7, 2005, between Paxson Communications Corporation
and NBC Universal, Inc.
Exhibit 13 Amended and Restated Stockholder Agreement, dated as of
November 7, 2005, among Paxson Communications Corporation,
NBC Universal, Inc., Mr. Lowell W. Paxson, Second Crystal
Diamond Limited Partnership and Paxson Enterprises, Inc.
Exhibit 14 Call Agreement, dated as of November 7, 2005, among NBC
Palm Beach Investment II, Inc., Mr. Lowell W. Paxson, Second
Crystal Diamond Limited Partnership and Paxson Enterprises,
Inc.
Exhibit 15 Amended and Restated Certificate of Designation, dated as
of November 7, 2005, by Paxson Communications Corporation.
Exhibit 16 Letter Amendment to the Registration Rights Agreement,
dated as of November 7, 2005, between Paxson Communications
Corporation and NBC Universal, Inc.
Exhibit 17 Escrow Agreement, dated as of November 7, 2005, among NBC
Universal, Inc., Mr. Lowell W. Paxson, Second Crystal
Diamond Limited Partnership, Paxson Enterprises, Inc. and
The Bank of New York, as the Escrow Agent.
Exhibit 18 Settlement Agreement, dated as of November 7, 2005,
between Paxson Communications Corporation and NBC Universal,
Inc.
Exhibit 19 Joint Filing Agreement, dated as of November 7, 2005,
among NBC Palm Beach Investment I, Inc., NBC Palm Beach
Investment II, Inc., NBC Universal, Inc., National
Broadcasting Company Holding, Inc. and General Electric
Company.