Exhibit 10.2
IRREVOCABLE PROXY
TO VOTE
BHC CLASS A COMMON STOCK AND CLASS B COMMON STOCK
The undersigned stockholder (the "Stockholder") of BHC
Communications, Inc., a Delaware corporation (the "Company"), hereby
irrevocably (to the fullest extent permitted by Section 212 of the Delaware
General Corporation Law) appoints David F. DeVoe Sr. and Arthur Siskind and
each of them, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to vote
and exercise all voting and related rights (to the full extent that the
undersigned is entitled to do so) with respect to all of the shares of
Class A common stock, par value $.01 per share, of the company (the "Class
A Common Stock") and Class B common stock, par value $.01 per share, of the
Company (the "Class B Common Stock" and together with the Class A Common
Stock, the "Common Stock") beneficially owned by the undersigned, together
with any shares of Class A Common Stock or Class B Common Stock directly or
indirectly acquired by the undersigned (whether by acquisition or by other
means, such as a stock split, stock dividend, reorganization,
recapitalization or other reclassification, merger, exchange or
distribution) or any shares to which the undersigned has or hereafter
acquires voting power prior to the termination of the Voting Agreement (as
defined below), being referred to herein as the "Shares") in accordance
with the terms of this Irrevocable Proxy. The Shares beneficially owned by
the undersigned stockholder of the Company as of the date of this
Irrevocable Proxy are listed on the final page of this Irrevocable Proxy.
Upon the undersigned's execution of this Irrevocable Proxy, any and all
prior proxies given by the undersigned with respect to any Shares that are
inconsistent with this Irrevocable Proxy are hereby revoked and the
undersigned agrees not to grant any subsequent proxies with respect to the
Shares that are inconsistent with this Irrevocable Proxy until after the
Expiration Date (as defined below).
This Proxy is irrevocable (to the extent provided in Section
212 of the Delaware General Corporation Law), is granted pursuant to the
Voting Agreement dated as of August 13, 2000, among The News Corporation
Limited, a South Australian corporation ("Buyer"), News Publishing
Australia Limited, a Delaware corporation and a subsidiary of Buyer
("Acquisition Sub"), and the undersigned, (the "Voting Agreement"), and is
granted in consideration of Buyer entering into the Agreement and Plan of
Merger, dated as of August 13, 2000, among Buyer, Acquisition Sub and the
Company (the "BHC Merger Agreement"). The BHC Merger Agreement provides for
the merger of the Company and Acquisition Sub (or another direct or
indirect wholly owned subsidiary of Buyer) in accordance with its terms
(the "BHC Merger"). As used herein, the term "Expiration Date" shall mean
the earlier to occur of (i) the termination of the BHC Merger Agreement in
accordance with its terms and (ii) the Effective Time (as defined in the
BHC Merger Agreement). This Irrevocable Proxy is intended to bind the
undersigned stockholder as a stockholder of the Company only with respect
to the specific matters set forth herein and shall not prohibit the
undersigned stockholder from acting in accordance with his or her fiduciary
duties, if applicable, as an officer or director of the Company.
The attorneys and proxies named above, and each of them, are
hereby authorized and empowered by the undersigned, at any time prior to
the Expiration Date, to act as the undersigned's attorney and proxy to vote
the Shares, and to exercise all voting and other rights of the undersigned
with respect to the Shares (including, without limitation, the power to
execute and deliver written consents pursuant to Section 228 of the
Delaware General Corporation Law), at every annual, special or adjourned
meeting of the stockholders of the Company and in every written consent in
lieu of such meeting (i) in favor of the adoption of the BHC Merger
Agreement and the approval of the BHC Merger, (ii) against any action,
proposal or agreement that could be reasonably expected to (a) result in a
breach in any material respect of any covenant, representation or warranty
or any other obligation of the undersigned under this Agreement or the BHC
Merger Agreement, (b) materially impede, interfere with, delay, postpone or
adversely affect the BHC Merger or (c) result in a failure to fulfill any
one of the conditions to the BHC Merger Agreement) and (iii) against any
Competing Transaction or Superior Proposal (both, as defined in the BHC
Merger Agreement). The attorneys and proxies named above may not exercise
this Irrevocable Proxy on any other matter except as provided above. The
undersigned stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding
upon the successors and assigns of the undersigned.
This proxy is irrevocable (to the extent provided in Section
212 of the Delaware General Corporation Law).
Dated: August 13, 2000 CHRIS CRAFT INDUSTRIES, INC.
By: /s/ Herbert J. Siegel
-----------------------------
Name: Herbert J. Siegel
Title: Chairman and President
Shares beneficially owned:
10,000 shares of Class A Common Stock
18,000,000 shares of Class B Common Stock
