Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
May 23 2014 - 6:01AM
Edgar (US Regulatory)
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment
No. __)
Filed by the
Registrant
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Filed by a Party
other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
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Fee paid previously with preliminary materials.
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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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filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Date Filed:
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VALUEVISION MEDIA, INC.
__________________________
SUPPLEMENT TO PROXY STATEMENT
OF
CLINTON RELATIONAL OPPORTUNITY MASTER FUND,
L.P.
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED
GOLD
PROXY CARD TODAY
The following supplements the definitive proxy statement dated May
12, 2014 (the "Proxy Statement") filed on Schedule 14A by Clinton Relational Opportunity Master Fund, L.P. ("CREL"),
Clinton Magnolia Master Fund, Ltd. ("CMAG"), Clinton Relational Opportunity, LLC ("CRO"), Channel Commerce
Partners, L.P. ("CCP"), GEH Capital, Inc. ("GEHC"), Clinton Group, Inc. ("CGI"), Mr. George E. Hall
("Mr. Hall" and together with CREL, CMAG, CRO, CCP, GEHC and CGI, "Clinton", "we" or "us")
and its nominees named therein in connection with the solicitation of proxies (the "Proxy Solicitation") from the shareholders
of ValueVision Media, Inc. ("ValueVision" or the "Company"). The Proxy Statement was mailed to ValueVision's
shareholders on or about May 12, 2014 in connection with the annual meeting of ValueVision's shareholders to be held on June 18,
2014 (the "Annual Meeting").
Except as described in this document, the information provided in
the Proxy Statement continues to apply and this supplement should be read in conjunction with the Proxy Statement. To the extent
the following information differs from, updates or conflicts with information contained in the Proxy Statement, the supplemental
information below is more current. If you need another copy of the Proxy Statement, please contact Okapi Partners LLC ("Okapi"),
the proxy solicitor assisting us in connection with the Annual Meeting. To contact Okapi, shareholders may call (212) 297-0720
or call toll-free at (855) 305-0857.
Supplemental Disclosures
As of the close of business on
May 22, 2014, Mark Bozek (“Mr. Bozek”) had an indirect economic interest in approximately 12,016 shares of
Common Stock and the Beers Family Trust had an indirect economic interest in approximately 160,210 shares of Common Stock
through their investment in CCP described below. This investment reflects the confidence on the part of Mr. Bozek and Thomas
D. Beers (“Mr. Beers”) in the potential and future opportunities of ValueVision and further aligns their interests with the
interests of all of the shareholders of ValueVision.
CCP is a Delaware limited partnership
that was formed for the purpose of, among other things, investing in the securities of ValueVision. A Clinton affiliate serves
as the general partner of CCP and the limited partners of CCP do not possess voting or dispositive power with respect to any shares
of Common Stock held by CCP. As an indirect limited partner in CCP, Mr. Bozek owns 3% of CCP. Mr. Bozek
made a capital contribution of $75,000, which was contributed to CCP. The Beers Family Trust, for which Mr.
Beers serves as a trustee, is also an indirect limited partner in CCP and owns 39.96% of CCP. Mr. Beers therefore also
indirectly owns 39.96% of CCP. The Beers Family Trust made a capital contribution of $1,000,000, which was contributed to CCP.
Mr. Bozek and the Beers Family Trust are limited partners of Channel Commerce Partners (Feeder I), L.P. ("Feeder I"),
which invests all of its funds, including the contributions of Mr. Bozek and the Beers Family Trust, in CCP. Feeder I is not subject
to any fees in respect of its investments in CCP. Clinton intends to distribute to Mr. Bozek and Mr. Beers such number of shares
of Common Stock represented by their economic interest in the event such Nominee is elected. A copy of the Amended and Restated
Limited Partnership Agreement, by and among Clinton GP, Inc. and the limited partners named therein (the "CCP Limited Partnership
Agreement"), was filed as Exhibit 2 to the Schedule 13D filed with the Securities and Exchange Commission (the "SEC")
by Clinton on October 30, 2013. Such agreement can be accessed by the following link: http://www.sec.gov/Archives/edgar/data/870826/000090266413003531/0000902664-13-003531-index.htm,
and is incorporated
herein by reference. The foregoing supplemental information is disclosed herein for purposes of Schedule 14A,
including, but not limited to, Item 5(b)(1) of Schedule 14A, and was originally filed as part of Exhibit 9 to the Schedule 13D
amendment filed by Clinton with the SEC on November 6, 2013.
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