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Technology Stocks : VNWC - VIDEO NETWORK COMMS INC ( VNCI ) -- Ignore unavailable to you. Want to Upgrade?

To: blebovits who wrote (266)	7/14/2002 10:12:33 PM
From: StockDung	Read Replies (2) \| Respond to of 308

Constellation 3D co-founder sues Hamouth of Howe Street CONSTELLATION 3D INC CDDD Tuesday July 2 2002 Street Wire by Brent Mudry Controversial West Vancouver stock promoter Rene Hamouth faces a $316,000 enforcement action from Lev Zaidenberg, a key founding executive and major shareholder of Constellation 3D Inc., previously known as C3D Inc. (All figures are in U.S. dollars.) In a statement of claim filed Thursday in the Supreme Court of British Columbia, Mr. Zaidenberg claims he won a default judgment against Mr. Hamouth on Feb. 7 in United States District Court for the Southern District of New York. The allegations in the suit, filed by Vancouver lawyer David Edinger of Heenan Blaikie, have not yet been proven in court and a statement of defence has not yet been filed. The suit describes Mr. Zaidenberg as a businessman, with a legal address care of C3D's headquarters in New York. The enforcement suit claims Mr. Hamouth executed a $300,000 promissory note in favour of Mr. Zaidenberg on May 2, 2001, to secure $300,000 in funds delivered by the New York executive to the Howe Street penny stock promoter. The current suit makes no mention of what the loan was for, and the only term disclosed is the June 2, 2001, repayment date. Constellation shares, which traded at $5.15 when the short-term loan was made and $6.04 when it was due a month later, had slumped to 67 cents by Nov. 15, when Mr. Zaidenberg filed a civil suit in New York against Mr. Hamouth. Shares of C3D, by far the most successful promotion Mr. Hamouth has been involved in, peaked at $97.87 on Dec. 30, 1999. The once lofty stock now trades in the nickel range. After starting this year at 86 cents, the stock bottomed out at four cents in late April and closed at six cents on Friday. By coincidence, that same day its stock peaked, C3D disclosed a $1.6-million investment from "Winburn (sic) Advisory," described as a private investment group. A few days earlier, on Dec. 27, C3D revealed in a regulatory filing that it had agreed to issue $16-million in convertible debentures to Winnburn Advisory, based in the secretive offshore haven of Nevis. In the Dec. 24 agreement, Mr. Hamouth served as signatory for Winnburn, which uses an address at the Geneva airport. The current suit claims that while Mr. Hamouth was personally served on Dec. 14, the promoter made no legal reply or defence, although his lawyer sent a letter acknowledging the New York suit and indicating that Mr. Hamouth would voluntarily default in responding to it. Mr. Zaidenberg subsequently served a show cause order on Mr. Hamouth on Jan. 28, and after the promoter made no court response, a judge granted default judgment on Feb. 7. The total tally in the default judgment is $316,588, including $16,333 in interest at 8 per cent from June 2, 2001. Left unexplained is the nature of business dealings between Mr. Hamouth and Mr. Zaidenberg, one of Constellation 3D's three most important executives. As of Dec. 7, Mr. Zaidenberg, Constellation's director of business development, had shared voting over 41 per cent of the company's shares, along with chief executive officer Eugene Levich and senior vice president Leonardo Berezowsky, through a series of trusts in several secretive offshore enclaves. Constellation 3D Inc.'s biggest shareholder is Constellation 3D Technology Ltd., a British Virgin Islands company 55-per-cent owned by United European Enterprises Ltd. of Nevis, which features Mr. Zaidenberg as president. Constellation Group Investments Inc., another British Virgin Islands company, in turn owns 54.9 per cent of the voting shares of United European. All the voting shares of Constellation Group Investments are owned by three trusts in Liechtenstein: the Alex-L Foundation, the Lion & Heart Foundation and the Lediligi Foundation. While the trusts' respective sole trustees: Markus Banzer, Hubert Buchel and Criterion Treuunternehmen reg., are claimed to have "beneficial ownership" of the Constellation Group Investments shares, the true beneficiaries of Lion & Heart, Alex-L and Lediligi, respectively, include Mr. Zaidenberg, Mr. Levich, Mr. Berezowsky and members of their families. In addition to watching its once stellar stock collapse, Constellation 3D also endured several other misfortunes in the past year. On March 28, 2001, the company's recently retired chairman, former Israeli Brigadier-General Itzhak Yaakov, a respected military scientist who had served as Chief of Defence Research for the country's Ministry of Industry and Trade, was quietly arrested and detained in Israel on an indictment accusing him of passing on dated state secrets. Few details of the bizarre case, which The New York Times describes as "more Kafka than le Carre," have emerged, as the indictment was sealed. Mr. Yaakov is no small fish to fry. Besides his extensive military and academic credentials, he has served as consultant to the World Bank, the Organization of American States, the governments of Taiwan, Venezuela, Singapore, Peru and Chile, and the Korean Technology Development Corp. Mr. Yaakov, now 76, ended his distinguished career with the Israeli army in 1973 when he retired, so any state secrets of the country's nuclear program or other defence details he may have leaked are as dated as disco. While Mr. Yaakov has lived as an expatriate in the United States for several decades, he was arrested at Ben-Gurion Airport after checking in for a flight to Istanbul. Four days earlier, he was feted on his 75th birthday at a party near Tel Aviv attended by numerous prominent Israeli political and business figures. Constellation 3D received even more distressing news more recently. On April 19, the company revealed its $15-million survival financing flopped and placed the blame on Austrian offshore financier Andre Khayyam of TIC Target Invest Consulting LLC, which is domiciled in Nevis and has an office in Switzerland. Constellation claims it sent Mr. Khayyam shares for a $2-million first tranche of the financing, but the cash never arrived as the financier's wiring instructions were a sham. Making things messier, the shares sent offshore to TIC Target had been pledged by Constellation's biggest shareholder, Constellation 3D Technology, one of the British Virgin Islands companies. "We are obviously very upset by Andre Khayyam's apparent dishonesty, lack of integrity and what we believe may be criminal activity," stated an unidentified Constellation 3D Inc. spokesman in Russia. The company claimed it intended to "appropriate legal authorities in the United States and Europe and local authorities in Austria, Nevis and Switzerland." "Mr. Khayyam's behavior has put this company on the brink of going out of business; certainly we cannot sit idly by and allow him to get away with this." Perhaps to prove Mr. Khayyam really did exist, Constellation also published numerous phone, fax, cellular and E-mail contacts for him and TIC Target. Mr. Khayyam fired back a few days later in a muddled press release, denying he failed to fulfill the financing, and blaming the fiasco on everyone else, including an unidentified bank, an unidentified lender, Constellation 3D, and most importantly, trading restrictions on the shares. "The securities were refused at other broker dealers but TIC thought this was due to a bias against penny stocks, but TIC received notice of the true problem approximately 60 days after certificate receipt with following text message by email from the Securities House to TIC: 'Unfortunately these shares are not DTC-eligible due to the S3 restrictions on the shares.'" This alleged financing fiasco provided a good smokescreen while Constellation 3D crumbled, amid being delegated to the OTC Bulletin Board and being deserted by a trio of directors, including lawyer and former main spokesman Michael Goldberg. In early January, 2000, after Stockwatch revealed Mr. Hamouth's involvement with C3D, Mr. Goldberg abruptly turned gruff and tough when asked to explain Mr. Hamouth's role. "There are no more questions for that -- nope," stated Mr. Goldberg, a former federal prosecutor, before quickly hanging up on a reporter. In a previous article, a more-talkative Mr. Goldberg praised controversial Howe Street promoters Phil Garratt and Clair Calvert, linked by Stockwatch to C3D, and stressed that C3D was a real company. "It is unfair for anyone who thinks this is a bullshit company, excuse my French," stated the prosecutor-turned-penny-stock-spokesman. bmudry@stockwatch.com (c) Copyright 2002 Canjex Publishing Ltd. stockwatch.com

To: blebovits who wrote (266)	7/19/2002 11:55:11 AM
From: afrayem onigwecher	Read Replies (1) \| Respond to of 308

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Video Network Communications, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 674421201 (CUSIP Number) Alexander Russo, Esq. Executive Vice President, Corporate Development and General Counsel Moneyline Telerate Holdings 233 Broadway, New York NY 10279 Telephone: 212-553-2500 With copies to: Joseph A. Coco, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telephone: 212-735-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 9, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 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 (the "Exchange 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). CUSIP No. 674421201 13D ----------------- ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Moneyline Networks, LLC ("Moneyline Networks") ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ ] (b) ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS AF ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 33,302,863 REPORTING --------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 33,302,863 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,302,863 ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.4% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO-Limited Liability Company ---------- ------------------------------------------------------------------- CUSIP No. 674421201 13D ----------------- ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Moneyline Telerate Holdings ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ ] (b) ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS WC ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 33,302,863* REPORTING --------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 33,302,863 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,302,863 ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.4% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------------ Represents shares directly beneficially owned by Moneyline Networks. CUSIP No. 674421201 13D ----------------- ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bank One Investment Corporation ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ ] (b) ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS AF ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 33,302,863 REPORTING -------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 33,302,863 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,302,863 ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.4% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------------ Represents shares directly beneficially owned by Moneyline Networks. CUSIP No. 674421201 13D ----------------- ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Banc One Capital Corporation ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ ] (b) ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS AF ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 33,302,863 REPORTING -------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 33,302,863 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.4% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------------ Represents shares directly beneficially owned by Moneyline Networks. CUSIP No. 674421201 13D ----------------- ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Banc One Financial Corporation ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ ] (b) ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS AF ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 33,302,863 REPORTING --------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 33,302,863 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,302,863 ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.4% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------------ Represents shares directly beneficially owned by Moneyline Networks. CUSIP No. 674421201 13D ----------------- ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bank One Corporation ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP [ ] (a) [ ] (b) ------------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------------ 4 SOURCES OF FUNDS WC ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 33,302,863 REPORTING --------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 33,302,863 ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,302,863 ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.4% ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON HC, CO ------------------------------------------------------------------------------ Represents shares directly beneficially owned by Moneyline Networks. Schedule 13D This Amendment No. 1 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on May 28, 2002 (the "Statement"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Statement. Item 1. Security and Issuer. Item 1 is hereby amended by the following: This statement on Schedule 13D/A relates to 33,302,863 shares of the common stock, par value $0.01 per share (the "Common Stock"), of Video Network Communications, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 50 International Drive, Portsmouth, New Hampshire 03801. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by adding the following: On July 9, 2002, pursuant to the terms of the Warrant Agreement, Moneyline Networks elected to partially convert the warrant to purchase 11,250,000 shares of Common Stock. As a result of this conversion, Moneyline Networks received 8,202,863 newly issued shares of Common Stock in exchange for its conversion of 11,150,000 shares of Common Stock underlying the warrant and retained the right pursuant to the warrant to purchase up to 100,000 shares of Common Stock (which shares were not subject to the aforementioned conversion) at a price of $0.60 per share, subject to adjustment as set forth in the Warrant Agreement. Pursuant to the terms of the Warrant Agreement, no funds were paid by Moneyline Networks to the Company in connection with its exercise of the conversion right. The number of shares of Common Stock received by Moneyline Networks upon the conversion was determined by dividing the "Value" of the warrant by the last reported sale price of the Common Stock as reported on the OTC Bulletin Board on July 9, 2002 (which was $2.27). As used in this paragraph, "Value" means the difference between (i) the stated exercise price of the warrant multiplied by the total number of shares of Common Stock underlying the portion of the warrant being converted, and (ii) the last reported sale price of the Common Stock as reported on the OTC Bulletin Board multiplied by the total number of shares of Common Stock underlying the portion of the warrant being converted. Item 4. Purpose of Transaction. The first two paragraphs of Item 4 are hereby amended by the following: The purpose of the acquisition of the shares of Common Stock by Moneyline Networks pursuant to the Stock Purchase Agreement was to acquire a controlling equity interest in the Company. Upon completion of the transactions pursuant to the Stock Purchase Agreement and the partial conversion of the Warrant, Moneyline Networks has a direct beneficial ownership of 68.4% of the Company. Upon the consummation of the transactions contemplated by the Stock Purchase Agreement, the number of directors constituting the entire board of directors of the Company (the "Board") was fixed at seven and simultaneously therewith, four of the members of the Board resigned from the Board and any committees thereof in order to permit the appointment of David Walsh, Jonathan Robson and Alexander Russo to fill such vacancies, each of whom was appointed as an initial Moneyline Nominee (as defined below). The Board also appointed Charles Auster as an initial Moneyline Nominee to the Board, which appointment became effective upon the expiration of the ten day period following the filing and transmission to record holders of the information statement required by Section 14(f) and Rule 14f-1 of the Exchange Act with the Securities and Exchange Commission. Such information statement was filed and transmitted on May 22, 2002 and Mr. Auster's appointment to the Board became effective on June 1, 2002. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended by the following: (a) Moneyline Networks beneficially owns an aggregate of 33,302,863 shares of Common Stock, or approximately 68.4% of the Company's outstanding Common Stock (based on 48,622,931 shares of Common Stock outstanding as of July 9, 2002; an additional 100,000 shares of Common Stock are issuable upon the exercise of the warrant). Each Reporting Person expressly declares that the filing of this Schedule 13D shall not be construed as an admission that each such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13D other than those securities in which such Reporting Person has a pecuniary interest as set forth in this Item 5. (b) Moneyline Networks, Moneyline, BOIC, BOCC, BOFC and Bank One may be deemed to share the voting and dispositive power of the 33,302,863 shares of Common Stock directly beneficially owned by Moneyline Networks by virtue of, and this form is being filed by BOIC, BOCC, BOFC and Bank One solely because of, Moneylines' 100% ownership interest in Moneyline Networks, BOIC's majority ownership interest in Moneyline, BOCC's 100% ownership interest in BOIC, BOFC's 100% ownership interest in BOCC and Bank One's 100% ownership interest in BOFC. (c) Except as described elsewhere in this Schedule 13D, neither the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons named in Exhibit B to the Statement, has effected a transaction in shares of Common Stock during the past 60 days (excluding transactions that may have been effected by certain subsidiaries of Bank One for managed accounts with funds provided by third party customers). (d) Except for third party customers of certain subsidiaries of Bank One who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, any shares of Common Stock held in managed accounts with funds provided by such customers, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the dale of, any shares of Common Stock that will be beneficially owned by and Reporting Person after the Closing Date. (e) Not applicable. 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. July 18, 2002 BANK ONE CORPORATION By: /s/ Michael J. Cavanagh -------------------------- Name: Michael J. Cavanagh Title: Treasurer BANC ONE FINANCIAL CORPORATION By: /s/ Michael J. Cavanagh -------------------------- Name: Michael J. Cavanagh Title: Treasurer BANC ONE CAPITAL CORPORATION By: /s/ Richard M. Cashin, Jr. ----------------------------- Name: Richard M. Cashin, Jr. Title: President BANK ONE INVESTMENT CORPORATION By: /s/ Richard M. Cashin, Jr. ----------------------------- Name: Richard M. Cashin, Jr. Title: President MONEYLINE TELERATE HOLDINGS By: /s/ Alexander Russo ------------------------------------- Name: Alexander Russo Title: Executive Vice President, Business Development & General Counsel MONEYLINE NETWORKS, LLC By: /s/ Alexander Russo -------------------------------------- Name: Alexander Russo Title: Executive Vice President, Business Development & General Counsel -------------------------------------------------------------------------------- End of Filing © 2002 \| EDGAR Online, Inc.