UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Telescan Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value 879516102
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(Title of Class of Securities) (CUSIP Number)
Nancy E. Barton, Esq., General Electric Capital Corporation, 260 Long
Ridge Road, Stamford, Connecticut 06927 (203) 357-4000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 26, 1999
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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 which 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 / /.
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 879516102 PAGE 2 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GE CAPITAL EQUITY INVESTMENTS, INC. 06-1268495
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- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- ---------
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
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- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
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
- --------- ----------------------------------------------------------------------
- ----------------------- ------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
------- ------------------------------------------------
------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 1,220,237
------- ------------------------------------------------
------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
0
------- ------------------------------------------------
------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
610,119
- ----------------------- ------- ------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,237
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 879516102 PAGE 3 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NATIONAL BROADCASTING COMPANY, INC. 14-1682529
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
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
- --------- ----------------------------------------------------------------------
- ----------------------- ------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
------- ------------------------------------------------
------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 1,220,237
------- ------------------------------------------------
------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
610,118
------- ------------------------------------------------
------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------- ------- ------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,237
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 879516102 PAGE 4 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NATIONAL BROADCASTING COMPANY HOLDING, INC. 13-3448662
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- --------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
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
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7 SOLE VOTING POWER
NUMBER OF DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -0-
------- ------------------------------------------------
------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------- ------- ------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY NATIONAL
BROADCASTING COMPANY HOLDING, INC.
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NOT APPLICABLE (SEE 11 ABOVE)
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 879516102 PAGE 5 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC CAPITAL CORPORATION 13-1500700
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
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
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF -0-
------- ------------------------------------------------
------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 1,220,237
------- ------------------------------------------------
------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
-0-
------- ------------------------------------------------
------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
610,119
- ----------------------- ------- ------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,237
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------- ----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 879516102 PAGE 6 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC CAPITAL SERVICES, INC. 06-1109503
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- ---------
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3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
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
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- ----------------------- ------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -0-
------- ------------------------------------------------
------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------- ------- ------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC
CAPITAL SERVICES, INC.
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- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NOT APPLICABLE (SEE 11 ABOVE)
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D/A
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CUSIP No. 879516102 PAGE 7 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GENERAL ELECTRIC COMPANY 14-0689340
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- --------- ----------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [X]
- --------- ----------------------------------------------------------------------
3 SEC USE ONLY
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
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
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- ----------------------- ------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -0-
------- ------------------------------------------------
------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
DISCLAIMED (SEE 11 BELOW)
------- ------------------------------------------------
------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------- ------- ------------------------------------------------
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BENEFICIAL OWNERSHIP OF ALL SHARES DISCLAIMED BY GENERAL ELECTRIC
COMPANY.
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- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
NOT APPLICABLE (SEE 11 ABOVE)
- --------- ----------------------------------------------------------------------
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 1
TO
SCHEDULE 13D
This Amendment No.1 (this "Amendment") amends the Schedule 13 D filed
on January 25, 1999, (the "Schedule 13D"), which relates to shares of common
stock, par value $0.01 per share, of Telescan, Inc., a Delaware corporation.
Capitalized terms used herein but not defined shall have the meanings attributed
to them in the original Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by GECEI, for and on behalf of, in addition to
the Reporting Persons listed in the Schedule 13D, National Broadcasting Company
Holding, Inc. ("NBCH"). For purposes of this Amendment and any future amendments
to the Schedule 13D, NBCH shall be included in the definition "Reporting
Persons". NBCH is a wholly-owned subsidiary of GE. A new agreement among the
Reporting Persons with respect to the filing of this Amendment and any further
amendments to the Schedule 13D is attached hereto as Exhibit 3.
NBCH is a Delaware corporation with its principal executive offices
located at 30 Rockefeller Plaza, New York, New York 10112. NBCH is a holding
company for NBC.
The name, business address, present principal occupation or employment,
and citizenship of each director and executive officer of NBC, NBCH, GE Capital,
GECS, GE, and GECEI are set forth on Schedules A, B, C, D, E and F attached
hereto, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
On July 26, 1999, the Company and GECEI entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") pursuant to which, subject to
regulatory and other conditions, GECEI will purchase 1,111,111 shares of Common
Stock from the Company, for an aggregate purchase price of $25,000,000. A copy
of the Purchase Agreement is attached hereto as Exhibit 1.
The closing of the transaction contemplated by the Stock Purchase
Agreement is subject to customary closing conditions for a cash purchase of
stock, primarily the expiration or early termination of the waiting period
imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
NBC, GECEI and the Company entered into a letter agreement dated July
7, 1999 (the "Letter Agreement"), whereby NBC received the right to nominate one
<PAGE>
individual designated by NBC for election to the Company's Board of Directors;
such election to be held at the next annual stockholders meeting. The right to
nominate such director shall continue to exist until either GECEI owns less than
5% of the Common Stock of the Company or that certain license agreement
previously executed between NBC and the Company terminates or expires on its own
terms. In addition, GECEI received the right to nominate one individual
designated by GECEI to be present at all Board of Directors meetings of the
Company in a non-voting, non-participating capacity. The right to nominate such
representative is contingent upon GECEI owning greater than 5% of the Common
Stock of the Company. The Letter Agreement is attached hereto as Exhibit 2.
The foregoing summaries of the Stock Purchase Agreement and the Letter
Agreement do not purport to be complete and are subject to, and qualified in its
reference to, the provisions of such exhibits hereto and incorporated herein by
reference.
Except as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The responses of the Reporting Persons to Rows (11) through (13) of
the cover pages of this Amendment are incorporated herein by reference. As of
July 26, 1999, GECEI, GE Capital and NBC beneficially owned in the aggregate
1,220,237 shares of the Common Stock of the Company, representing approximately
8.0% of the outstanding shares of Common Stock (based on 15,286,889 shares
outstanding of the Company as of July 26, 1999, as reported in the Stock
Purchase Agreement attached hereto as Exhibit 1).
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 Common Stock of the Company.
(b) The responses of the Reporting Persons to (i) Rows (7) through (10)
of the cover pages of this Amendment and (ii) Item 5(a) hereof are incorporated
herein by reference.
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 dispose or direct the
disposition of any of the shares of Common Stock of the Company which they may
be deemed to beneficially own.
Neither the filing of this Amendment, nor anything contained herein is
intended as, or should be construed as, an admission that GECS, NBCH or GE is
the "beneficial owner" of any shares of Common Stock
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
The response to Item 4 hereof is incorporated herein by reference.
An agreement among the Reporting Persons with respect to the filing of
this Amendment and any further amendments to the Schedule 13D is attached hereto
as Exhibit 3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Stock Purchase Agreement, dated as of July 23, 1999, between
Telescan, Inc. and GE Capital Equity Investments, Inc.
Exhibit 2 Letter Agreement, dated July 7, 1999, among National
Broadcasting Company, Inc., GE Capital Equity Investments, Inc.
and Telescan, Inc.
Exhibit 3 Joint Filing Agreement among GE Capital Equity Investments,
Inc., National Broadcasting Company, Inc., National Broadcasting
Company Holding, Inc., General Electric Capital Services, Inc.,
General Electric Capital Corporation, and General Electric
Company.
<PAGE>
SIGNATURES
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 Dated: July 28, 1999
By: /s/ Michael E. Pralle
Name: Michael E. Pralle
Title: Attorney-in-Fact
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
Name: Michael E. Pralle
Title: President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
Name: Michael E. Pralle
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
Name: Michael E. Pralle
Title: Attorney-in-Fact
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark Begor
Name: Mark Begor
Title: Executive Vice President
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Mark Begor
Name: Mark Begor
Title: Treasurer
<PAGE>
SCHEDULE A TO SCHEDULE 13D/A
Filed by National Broadcasting Company, Inc.
NATIONAL BROADCASTING COMPANY, INC.
DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
DIRECTORS
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer,
New York, NY 10105 Avon Products, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department Stores
E. F. Murphy General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
<PAGE>
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
EXECUTIVE OFFICERS
John F. Welch Jr. National Broadcasting Chairman
Company, Inc.
3135 Easton Turnpike
Fairfield, CT 06431
Robert C. Wright National Broadcasting Chief Executive
Company, Inc. Officer & President
30 Rockefeller Plaza
New York, NY 10112
Mark Begor National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
William Bolster CNBC, Inc. Executive Vice
2200 Fletcher Ave. President
Fort Lee, NJ 07024
<PAGE>
Richard Cotton National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Duncan Ebersol National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Randel A. Falco National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Andrew Lack National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Donald Ohlmeyer National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Thomas Rogers National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Scott Sassa National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Edward Scanlon National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
<PAGE>
Patrick Wallace National Broadcasting Executive Vice
Company, Inc. President
30 Rockefeller Plaza
New York, NY 10112
Kassie Canter National Broadcasting Senior Vice President
Company, Inc.
30 Rockefeller Plaza
New York, NY 10112
Each person listed above is a citizen of the United States of America except
Andrea Jung, who is a citizen of Canada.
<PAGE>
SCHEDULE B TO SCHEDULE 13D/A
Filed by National Broadcasting Company Holding, Inc.
NATIONAL BROADCASTING COMPANY HOLDING, INC.
DIRECTORS AND EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
DIRECTORS
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
Andrea Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer,
New York, NY 10105 Avon Products, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
E. F. Murphy General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
<PAGE>
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
EXECUTIVE OFFICERS
Robert C. Wright National Broadcasting Chief Executive
Company, Inc. Officer & President
30 Rockefeller Plaza
New York, NY 10112
Each person listed above is a citizen of the United States of America except
Andrea Jung, who is a citizen of Canada.
<PAGE>
SCHEDULE C TO SCHEDULE 13D/A
Filed by General Electric Capital Corporation
GENERAL ELECTRIC CAPITAL CORPORATION
BOARD OF DIRECTORS
Nigel D. T. Andrews
Executive Vice President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: Great Britain
Nancy E. Barton
Senior Vice President, General Counsel
and Secretary
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James R. Bunt
Vice President and Treasurer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
David L. Calhoun
President and Chief Executive Officer
Employers Reinsurance Corporation
5200 Metcalf
Overland Park, KS 66201
Citizenship: U.S.A.
David M. Cote
President and Chief Executive Officer
GE Appliances
Appliance Park
Louisville, KY 40225
Citizenship: U.S.A.
<PAGE>
Dennis D. Dammerman
Vice Chairman and Executive Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
Benjamin W. Heineman, Jr.
Senior Vice President,
General Counsel and Secretary
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
Jeffrey R. Immelt
President and Chief Executive Officer
GE Medical Systems
3000 N. Grandview Blvd.
Waukesha, WI 53188
Citizenship: U.S.A.
W. James McNerney, Jr.
President and Chief Executive Officer
GE Aircraft Engines
One Neumann Way
Cincinnati, OH 45215-6301
Citizenship: U.S.A.
John H. Myers
Chairman and President
GE Investment Corporation
3003 Summer Street
Stamford, CT 06904
Citizenship: U.S.A.
Robert L. Nardelli
President and Chief Executive Officer
GE Power Systems
One River Road
Schenectady, NY 12345
Citizenship: U.S.A.
<PAGE>
Denis J. Nayden
President and Chief Operating Officer
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Michael A. Neal
Executive Vice President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Parke
Senior Vice President, Finance
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Gary M. Reiner
Senior Vice President and Chief Information Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
John M. Samuels
Vice President and Senior Counsel,
Corporate Taxes
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
Keith S. Sherin
Senior Vice President and Chief Financial Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
<PAGE>
Edward D. Stewart
Executive Vice President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
John F. Welch, Jr.
Chairman and Chief Executive Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
EXECUTIVE OFFICERS
Denis J. Nayden
President and Chief Executive Officer
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Nigel D. T. Andrews
Executive Vice President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: Great Britain
Michael A. Neal
Executive Vice President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Parke
Executive Vice President and Chief Financial Officer
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
<PAGE>
Edward D. Stewart
Executive Vice President
General Electric Capital Corporation
1600 Summer Street
Stamford, CT 06927
Citizenship: U.S.A.
Nancy E. Barton
Senior Vice President,
General Counsel and Secretary
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Stephen M. Bennett
Senior Vice President, E-Business
General Electric Capital Corporation
777-C Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Colica
Senior Vice President and Manager
Global Risk Management
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Richard D'Avino
Senior Vice President, Taxes
General Electric Capital Corporation
777 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
<PAGE>
Michael D. Fraizer
Senior Vice President
Insurance/Investment Products
General Electric Capital Corporation
6604 West Broad Street
Taylor Building
Richmond, VA 23230
Citizenship: U.S.A.
Robert L. Lewis
Senior Vice President and General Manager
Structured Finance Group
General Electric Capital Corporation
120 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Marc J. Saperstein
Senior Vice President, Human Resources
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Jeffrey S. Werner
Senior Vice President, Corporate Treasury
and Global Funding Operation
General Electric Capital Corporation
201 High Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
<PAGE>
SCHEDULE D TO SCHEDULE 13D/A
Filed by General Electric Capital Services, Inc.
DIRECTORS
Nigel D. T. Andrews
Executive Vice President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: Great Britain
Nancy E. Barton
Senior Vice President, General Counsel
and Secretary
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James R. Bunt
Vice President and Treasurer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
David L. Calhoun
President and Chief Executive Officer
Employers Reinsurance Corporation
5200 Metcalf
Overland Park, KS 66201
Citizenship: U.S.A.
David M. Cote
President and Chief Executive Officer
GE Appliances
Appliance Park
Louisville, KY 40225
Citizenship: U.S.A.
<PAGE>
Dennis D. Dammerman
Vice Chairman and Executive Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
Benjamin W. Heineman, Jr.
Senior Vice President,
General Counsel and Secretary
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
Jeffrey R. Immelt
President and Chief Executive Officer
GE Medical Systems
3000 N. Grandview Blvd.
Waukesha, WI 53188
Citizenship: U.S.A.
W. James McNerney, Jr.
President and Chief Executive Officer
GE Aircraft Engines
One Neumann Way
Cincinnati, OH 45215-6301
Citizenship: U.S.A.
John H. Myers
Chairman and President
GE Investment Corporation
3003 Summer Street
Stamford, CT 06904
Citizenship: U.S.A.
Robert L. Nardelli
President and Chief Executive Officer
GE Power Systems
One River Road
Schenectady, NY 12345
Citizenship: U.S.A.
<PAGE>
Denis J. Nayden
President and Chief Operating Officer
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Michael A. Neal
Executive Vice President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Parke
Senior Vice President, Finance
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Gary M. Reiner
Senior Vice President and Chief Information Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
John M. Samuels
Vice President and Senior Counsel,
Corporate Taxes
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
Keith S. Sherin
Senior Vice President and Chief Financial Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
<PAGE>
Edward D. Stewart
Executive Vice President
General Electric Capital Corporation
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
John F. Welch, Jr.
Chairman and Chief Executive Officer
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06431
Citizenship: U.S.A.
EXECUTIVE OFFICERS
Dennis D. Dammerman
Chairman and Chief Executive Officer
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Denis J. Nayden
President
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Nigel D. T. Andrews
Executive Vice President
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: Great Britain
David L. Calhoun
President and Chief Executive Officer
Employers Reinsurance Corporation
5200 Metcalf
Overland Park, KS 66201
Citizenship: U.S.A.
<PAGE>
Michael A. Neal
Executive Vice President
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Parke
Executive Vice President and Chief Financial Officer
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Edward D. Stewart
Executive Vice President
General Electric Capital Services, Inc.
1600 Summer Street
Stamford, CT 06927
Citizenship: U.S.A.
Nancy E. Barton
Senior Vice President, General Counsel and Secretary
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Stephen M. Bennett
Senior Vice President, E-Business
General Electric Capital Corporation
777-C Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
James A. Colica
Senior Vice President and Manager
Global Risk Management
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
<PAGE>
Richard D'Avino
Senior Vice President, Taxes
General Electric Capital Services, Inc.
777 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Marc J. Saperstein
Senior Vice President, Human Resources
General Electric Capital Services, Inc.
260 Long Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
Jeffrey S. Werner
Senior Vice President, Corporate Treasury
and Global Funding Operation
General Electric Capital Services, Inc.
201 High Ridge Road
Stamford, CT 06927
Citizenship: U.S.A.
<PAGE>
SCHEDULE E TO SCHEDULE 13D/A
Filed by General Electric Company
Directors
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
J.I.Cash, Jr. Harvard Business School Professor of Business
Baker Library 187 Administration-Graduate
Soldiers Field School of Business
Boston, MA 02163 Administration, Harvard
University
S.S. Cathcart 222 Wisconsin Avenue Retired Chairman,
Suite 103 Illinois Tool Works
Lake Forest, IL 60045
D.D. Dammerman General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company;
Chairmanand Chief
Executive Officer, General
Electric Capital Services,
Inc.
P. Fresco Fiat SpA Chairman of the Board,
via Nizza 250 Fiat SpA
10126 Torino, Italy
A. M. Fudge Kraft Foods, Inc. Executive Vice President
555 South Broadway
Tarrytown, NY 10591
C.X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board
S.A. de C.V. and Chief Executive
Jose Luis Lagrange 103, Officer,
Tercero Piso Kimberly-Clark de Mexico,
Colonia Los Morales S.A. de C.V.
Mexico, D.F. 11510, Mexico
A. Jung Avon Products, Inc. President and Chief
1345 Avenue of the Americas Operating Officer,
New York, NY 10105 Avon Products, Inc.
<PAGE>
K.G. Langone Invemed Associates, Inc. Chairman, President and
375 Park Avenue Chief Executive Officer,
New York, NY 10152 Invemed Associates, Inc.
G.G. Michelson Federated Department Stores Former Member of the
151 West 34th Street Board of Directors,
New York, NY 10001 Federated Department
Stores
S. Nunn King & Spalding Partner, King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
J.D. Opie General Electric Company Vice Chairman of the
3135 Easton Turnpike Board and Executive
Fairfield, CT 06431 Officer, General Electric
Company
R.S. Penske Penske Corporation Chairman of the Board
13400 Outer Drive, West and President, Penske
Detroit, MI 48239-4001 Corporation
F.H.T. Rhodes Cornell University President Emeritus
3104 Snee Building Cornell University
Ithaca, NY 14853
A.C. Sigler Champion International Retired Chairman of the
Corporation Board and CEO
1 Champion Plaza and former Director,
Stamford, CT 06921 Champion International
Corporation
D.A. Warner III J. P. Morgan & Co., Inc. Chairman of the Board,
& Morgan Guaranty Trust Co. President, and Chief
60 Wall Street Executive Officer,
New York, NY 10260 J.P. Morgan & Co.
Incorporated and Morgan
Guaranty Trust Company
J.F. Welch, Jr. General Electric Company Chairman of the Board
3135 Easton Turnpike and Chief Executive
Fairfield, CT 06431 Officer, General Electric
Company
CITIZENSHIP
C. X. Gonzalez Mexico
P. Fresco Italy
Andrea Jung Canada
All Others U.S.A.
<PAGE>
EXECUTIVE OFFICERS
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
J.F. Welch, Jr. General Electric Company Chairman of the Board and
3135 Easton Turnpike Chief Executive Officer
Fairfield, CT 06431
P.D. Ameen General Electric Company Vice President and
3135 Easton Turnpike Comptroller
Fairfield, CT 06431
J.R. Bunt General Electric Company Vice President and
3135 Easton Turnpike Treasurer
Fairfield, CT 06431
D.L. Calhoun General Electric Company Senior Vice President -
Nela Park GE Lighting
Cleveland, OH 44122
W.J. Conaty General Electric Company Senior Vice President -
3135 Easton Turnpike Human Resources
Fairfield, CT 06431
D.M. Cote General Electric Company Senior Vice President -
3135 Easton Turnpike GE Appliances
Fairfield, CT 06431
D.D. Dammerman General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer,
Fairfield, CT 06431 General Electric Company;
Chairman and Chief
Executive Officer, General
Electric Capital Services,
Inc.
L.S. Edelheit General Electric Company Senior Vice President -
P. O. Box 8 Corporate Research
Schenectady, NY 12301 and Development
<PAGE>
B.W. Heineman, Jr. General Electric Company Senior Vice President -
3135 Easton Turnpike General Counsel and
Fairfield, CT 06431 Secretary
J.R. Immelt General Electric Company Senior Vice President -
P.O. Box 414 GE Medical Systems
Milwaukee, WI 53201
G.S. Malm General Electric Company Senior Vice President -
3135 Easton Turnpike Asia
Fairfield, CT 06431
W.J. McNerney, Jr. General Electric Company Senior Vice President -
1 Neumann Way GE Aircraft Engines
Cincinnati, OH 05215
R.L. Nardelli General Electric Company Senior Vice President -
1 River Road GE Power Systems
Schenectady, NY 12345
R.W. Nelson General Electric Company Vice President -
3135 Easton Turnpike Corporate Financial
Fairfield, CT 06431 Planning and Analysis
J.D. Opie General Electric Company Vice Chairman of the Board
3135 Easton Turnpike and Executive Officer
Fairfield, CT 06431
G.M. Reiner General Electric Company Senior Vice President -
3135 Easton Turnpike Chief Information Officer
Fairfield, CT 06431
J.G. Rice General Electric Company Vice President -
2901 East Lake Road GE Transportation Systems
Erie, PA 16531
G.L. Rogers General Electric Company Senior Vice President -
1 Plastics Avenue GE Plastics
Pittsfield, MA 01201
K.S. Sherin General Electric Company Senior Vice President -
3135 Easton Turnpike Finance and Chief Financial
Fairfield, CT 06431 Officer
L.G. Trotter General Electric Company Senior Vice President -
41 Woodford Avenue GE Industrial Systems
Plainville, CT 06062
CITIZENSHIP
G. S. Malm Sweden
All Others U.S.A.
<PAGE>
SCHEDULE F TO SCHEDULE 13D
Filed by GE Capital Equity Investments, Inc.
GE CAPITAL EQUITY INVESTMENTS, INC.
DIRECTORS AND OFFICERS
PRESENT PRESENT
BUSINESS PRINCIPAL
NAME ADDRESS OCCUPATION
DIRECTORS
Michael E. Pralle GE Capital Equity President, Chairman of the
Investments, Inc. Board
120 Long Ridge Road
Stamford, CT 06927
Officers
Michael E. Pralle GE Capital Equity President, Chairman of the
Investments, Inc. Board
120 Long Ridge Road
Stamford, CT 06927
Jonathan K. Sprole GE Capital Equity Senior Vice President,
Investments, Inc. General Counsel & Secretary
120 Long Ridge Road
Stamford, CT 06927
Paul Licursi GE Capital Equity Vice President, - Finance &
Investments, Inc. Treasurer
120 Long Ridge Road
Stamford, CT 06927
Joeseph Swezey GE Capital Equity Vice President - Controller
Investments, Inc.
120 Long Ridge Road
Stamford, CT 06927
<PAGE>
Barbara J. Gould GE Capital Equity Senior Vice President,
Investments, Inc. Associate General Counsel
120 Long Ridge Road and Assistant Secretary
Stamford, CT 06927
Bryant Cohen GE Capital Equity Vice President - Taxes
Investments, Inc.
120 Long Ridge Road
Stamford, CT 06927
Each person listed above is a citizen of the United States of America.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
Exhibit 1 Stock Purchase Agreement, dated as of July 23, 1999, between
Telescan, Inc. and GE Capital Equity Investments, Inc.
Exhibit 2 Letter Agreement, dated July 7, 1999, among National
Broadcasting Company, Inc., GE Capital Equity Investments, Inc.
and Telescan, Inc.
Exhibit 3 Joint Filing Agreement among GE Capital Equity Investments,
Inc., National Broadcasting Company, Inc., National Broadcasting
Company Holding, Inc., General Electric Capital Services, Inc.,
General Electric Capital Corporation, and General Electric
Company.
<PAGE>
EXHIBIT 1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into as of
July 23, 1999 by and among Telescan, Inc., a Delaware corporation (the
"Company"), and GE Capital Equity Investments, Inc., a Delaware corporation (the
"Purchaser").
WHEREAS, the Company desires to sell, and the Purchaser desires to
purchase, an aggregate of 1,111,111 shares (the "Shares") of the Company's
common stock, $.01 par value per share (the "Common Stock"), on the terms and
subject to the conditions set forth herein; and
WHEREAS, the Company and National Broadcasting Company, Inc. ("NBC")
desire to enter into an amendment to the License Agreement dated as of February
22, 1999, between the Company and NBC (the "Amendment Agreement").
NOW, THEREFORE, in consideration of the representations and warranties
contained herein, the parties hereto agree as follows:
1. AGREEMENT TO PURCHASE. At the Closing (as defined below), and
subject to the terms and conditions set forth in this Agreement, the Purchaser
will purchase the Shares from the Company, and the Company will issue and sell
the Shares to the Purchaser, for an aggregate purchase price of $25,000,000
($22.50 per Share).
2. CLOSING. The closing of the transaction contemplated hereby
("Closing") shall take place as soon as practicable following the satisfaction
of the conditions to closing set forth in Section 8 hereof. At the Closing, the
Purchaser will pay the purchase price for the Shares, by wire transfer of
immediately available funds, to an account specified by the Company, and the
Company will then deliver to the Purchaser a certificate or certificates
representing such Shares, registered in the name of the Purchaser.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Purchaser as follows:
(a) The Company is duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has the requisite
corporate power and authority to enter into this Agreement and the Amendment
Agreement, perform its obligations hereunder and thereunder, and issue the
Shares in accordance with the terms hereof.
(b) The Company has taken all corporate action required to
authorize the execution and delivery of this Agreement and the Amendment
Agreement and the performance of its obligations hereunder and thereunder,
<PAGE>
including the issuance of the Shares, and this Agreement and the Amendment
Agreement have been duly executed and delivered by the Company and constitute
valid and legally binding obligation of the Company. When issued to and paid for
by the Purchaser in accordance with the terms of this Agreement, the Shares will
be duly and validly issued, fully paid and nonassessable, and the issuance of
the shares will not be subject to any preemptive or similar rights that have not
been waived.
(c) As of July 23, 1999, the authorized and outstanding
capitalization of the Company consists of (i) a total of 10,000,000 authorized
shares of preferred stock (the "Preferred Stock"), of which 120,000 shares of 5%
convertible preferred stock are outstanding, and (ii) a total of 30,000,000
authorized shares of Common Stock, of which 15,286,889 shares are issued and
outstanding. All of such outstanding shares are validly issued, fully paid and
nonassessable, and none of such outstanding shares was issued in violation of
any preemptive rights. Except as otherwise disclosed in the Disclosure Documents
and except for an option to purchase 75,000 shares of Common Stock to be issued
to Monness, Crespi, Hardt & Co., Inc., there are no outstanding any options,
warrants or similar agreements for the purchase from the Company of any shares
of its capital stock or any securities convertible into or ultimately
exchangeable or exercisable for any shares of the Company's capital stock.
Neither the execution and delivery by the Company of this Agreement, the sale of
the Shares hereunder, nor the performance of the Company's other obligations
under this Agreement will require (i) the issuance of any additional shares of
Common Stock of the Company or other securities convertible into shares of
equity securities of the Company or (ii) the adjustment in any exercise,
conversion or liquidation price of any outstanding option, warrant or
convertible security.
(d) Neither the execution and delivery by the Company of this
Agreement or the Amendment Agreement, the sale of the Shares hereunder nor the
performance of the Company's other obligations under this Agreement or the
Amendment Agreement: (A) will violate, conflict with, result in a breach of or
constitute a default (or an event that, with notice or lapse of time, would
constitute a default) under (i) the certificate of incorporation or bylaws of
the Company, (ii) any decree, judgment, order or determination of any court,
governmental agency or body, or any arbitrator having jurisdiction over the
Company or any of the Company's assets, (iii) any law, rule or regulation
applicable to the Company, or (iv) the terms of any material agreement by which
the Company is bound or to which any property of the Company is subject; and (B)
requires the consent or approval of, or any filing with any court, governmental
agency or body or any other person (except to the extent previously obtained or
made).
(e) Neither the Company nor any person acting on behalf of the
Company has offered or sold any of the Shares by any form of general
solicitation or general advertising. The Company has offered the Shares for sale
only to the Purchaser. The sale of the Shares by the Company is not part of a
plan or scheme to evade the registration requirements of the Securities Act of
1933, as amended (the "Act").
<PAGE>
(f) The Company has filed on a timely basis all reports,
schedules and other documents required to be filed by it with the Securities and
Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Disclosure
Documents"), and such Disclosure Documents, as of their respective dates, do not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading.
(g) The financial statements of the Company included in each
of the Disclosure Documents, including the schedules and notes thereto, comply
in all material respects with the requirements of the Act or the Securities
Exchange Act of 1934, as amended (as applicable), fairly present the financial
condition and results of operations and cash flows of the Company and its
subsidiaries at the respective dates and for the respective periods indicated
and have been prepared in accordance with generally accepted accounting
principles consistently applied throughout such periods.
(h) As of the date hereof, since March 31, 1999, there has
been no material adverse change in the properties, business, results of
operations or condition (financial or otherwise) of the Company and its
subsidiaries, taken as a whole; PROVIDED, HOWEVER, that changes in the price of
the Company's outstanding shares of Common Stock shall not be deemed to be a
material adverse change.
(i) The Boards of Directors of the Company and each of its
subsidiaries has taken appropriate action so that the provisions of Section 203
of the Delaware General Corporation Law restricting "business combinations" with
"interested shareholders" (each as defined in such Section 203) will not apply
to the Purchaser or any of its affiliates with respect to this Agreement or any
of the transactions contemplated hereby.
(j) With the exception of the transaction fee payable to Banc
of America Securities, no person or entity acting on behalf or under the
authority of the Company is or will be entitled to any broker's, finder's or
seller's fee or commission in connection with the transactions contemplated
hereby. The Company shall pay all transaction fees and expenses of Banc of
America Securities.
(k) Subject to and based in part upon the truth and accuracy
of the representations and warranties of the Purchaser in Section 4 hereof, the
offering, sale and purchase of the Shares contemplated hereby are exempt from
registration under the Act and are or will be qualified under any applicable
state securities or "blue-sky" laws.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Company as of the date hereof as follows:
<PAGE>
(a) The Purchaser is acquiring the Shares for its own account
and the account of NBC for investment purposes and not with a view to the
distribution thereof within the meaning of the Act.
(b) The Purchaser and NBC understand that the Shares
constitute "restricted securities" within the meaning of Rule 144 under the Act
and may not be sold, pledged or otherwise disposed of unless they are
subsequently registered under the Act and applicable state securities laws or
unless an exemption from registration is available.
(c) Each of the Purchaser and NBC is an "accredited
investor" within the meaning of Rule 501 under the Act.
(d) No consent, approval, authorization or order of any court,
governmental agency or body or arbitrator having jurisdiction over the Purchaser
or of the Purchaser's affiliates is required for the execution of this Agreement
or the performance of the Purchaser's obligations hereunder, including, without
limitation, the purchase of the Shares from the Company.
(e) The Purchaser has taken all corporate action required to
authorize the execution and delivery of this Agreement and the performance of
its obligations hereunder, and this Agreement has been duly executed and
delivered by the Purchaser and constitutes a valid and legally binding
obligation of the Purchaser.
(f) No person or entity acting on behalf or under the
authority of the Purchaser is or will be entitled to any broker's, finder's, or
similar fee or commission in connection with the transactions contemplated
hereby.
5. COVENANT TO REGISTER.
(a) For purposes of this Section, the following
definitions shall apply:
(i) The terms "register," "registered," and
"registration" refer to a registration under the Act, effected by preparing and
filing a registration statement or similar document in compliance with the Act,
and the declaration or ordering of effectiveness of such registration statement,
document or amendment thereto.
(ii) The term "Registrable Securities" means
the Shares issued pursuant to this Agreement and the shares of Common Stock
issued pursuant to the Stock Purchase Agreement dated as of January 14, 1999
between the Company and the Purchaser, and any securities of the Company or
securities of any successor corporation issued in exchange for, or in
replacement of, the Registrable Securities (including any securities issued by
way of a stock dividend or stock split).
<PAGE>
(b) (i) At any time on or after January 23, 2000, the
Purchaser and its permitted assigns shall have the right to require by notice in
writing that the Company use its best efforts to register all or any part of the
Registrable Securities held by such holder (a "Demand Registration") and the
Company shall thereupon, as expeditiously as possible, use its best efforts to
effect such registration in accordance herewith. If the Purchaser provides such
written notice on December 23, 1999, the Company will use its best efforts to
effect such registration by January 23, 2000. If the Purchaser demands
registration of less than all of the Registrable Securities covered thereby, the
Company, at its option, may nevertheless file a registration statement covering
all of the Registrable Securities. If such registration statement is declared
effective with respect to all Registrable Securities and the Company is in
compliance with its obligations under Subsections (c)(i) through (v) of this
Section 5, the demand registration rights granted pursuant to this Subsection
(b)(i) shall cease. If such registration statement is not declared effective
with respect to all Registrable Securities covered thereby, or if the Company is
not in compliance with its obligations, the demand registration right described
herein shall remain in effect, and the Purchaser shall continue to have the
right to demand the registration of the Registrable Securities pursuant to this
Subsection (b)(i). The Company shall provide holders of Registrable Securities
reasonable opportunity (at least 7 business days) to review any such
registration statement or amendment or supplement thereto prior to the filing
thereof.
(ii) The Company shall not be obligated to
effect a Demand Registration under Subsection (b)(i) above (A) if all of the
Registrable Securities held by the Purchaser which are demanded to be covered by
the Demand Registration are, at the time of such demand, included in an
effective registration statement and the Company is in compliance with its
obligations under Subsection (c) of this Section 5 or (B) if all of the
Registrable Securities may be sold under Rule 144(k) of the Act and the
Company's transfer agent has accepted an instruction from the Company to such
effect and issued one or more certificates representing the Registrable
Securities.
(iii) The Company may suspend the effectiveness of
any such registration effected pursuant to this Subsection (b) in the event, and
for such period of time as, such a suspension is required by the rules and
regulations of the SEC. The Company will use its best efforts to cause such
suspension to terminate at the earliest possible date.
(iv) The Company shall have the right, by
written notice to the Purchaser, to request that the Purchaser discontinue
dispositions of Registrable Securities pursuant to the registration statement
covering such Registrable Securities during one or more periods aggregating not
more than 60 days in any twelve-month period in the event that (i) Company
would, in accordance with the advice of its counsel, be required to disclose in
the prospectus information not otherwise then required by law to be publicly
<PAGE>
disclosed and (ii) in the good faith judgment of the Company's Board of
Directors, there is a reasonable likelihood that such disclosure, or any other
action to be taken in connection with the prospectus, would materially and
adversely affect any existing or prospective material business situation,
transaction or negotiation or otherwise materially and adversely affect Company.
Notwithstanding the foregoing, such right of the Company shall not be applicable
during the two week period following the public release by the Company of an
earnings statement.
(c) If at any time, or from time to time, the Company shall
determine to register any of its securities, either for its own account or the
account of a security holder or holders other than (i) a registration filed on a
Form S-4 or Form S-8 or any successor form, or (ii) a registration relating
solely to a Commission Rule 145 transaction, the Company will:
(i) promptly give to the Purchaser written
notice thereof; and
(ii) include in such registration (and any
related qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in a
written request or requests, made within twenty (20) days after receipt of such
written notice from the Company, by the Purchaser, but only to the extent that
such inclusion will not diminish the number of securities included by the
Company or by holders of the Company's securities who have demanded such
registration.
(d) Whenever required under this Section 5 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as possible:
(i) Prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration to become effective as provided in
Section 5(b) or 5(c), and keep such registration statement effective for so long
as the Purchaser desires to dispose of the securities covered by such
registration statement; PROVIDED, HOWEVER, that in no event shall the Company be
required to keep the registration statement effective for a period greater than
three years from the date of effectiveness of such registration statement.
(ii) Prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement and notify the Purchaser of
the filing and effectiveness of such registration statement and any amendments
or supplements.
(iii) Furnish to the Purchaser such numbers
of copies of a current prospectus, including a preliminary prospectus,
conforming with the requirements of the Act, copies of the registration
statement, any amendment or supplement to any thereof and any documents
incorporated by reference therein and such other documents as the Purchaser may
reasonably require in order to facilitate the disposition of Registrable
Securities owned by the Purchaser.
<PAGE>
(iv) Use its best efforts to register and
qualify the securities covered by such registration statement under such other
securities or "Blue Sky" laws of such jurisdictions as shall be reasonably
requested by the Purchaser; PROVIDED, HOWEVER, that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions), and do such other reasonable acts and things as may be
required of it to enable the Purchaser to consummate the disposition in such
jurisdiction of the securities covered by such registration statement.
(v) Notify the Purchaser immediately of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and use its best efforts to promptly update and/or
correct such prospectus.
(vi) Furnish to the Purchaser prompt notice of
the commencement of any stop-order proceedings under the Act, together with
copies of all relevant documents in connection therewith, and use its best
efforts to obtain withdrawal of any such stop order as soon as possible.
(vii) Enter into customary agreements and take such
other actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities.
(viii) Otherwise use its best efforts to comply with
all applicable rules and regulations of the SEC.
(e) Upon request of the Company, the Purchaser will furnish to
the Company in connection with any registration under this Section such
information regarding itself, the Registrable Securities and other securities of
the Company held by it, and the intended method of disposition of such
securities as shall be reasonably required to effect the registration of the
Registrable Securities held by the Purchaser.
(f) (i) In the event of any registration under the Act of
Registrable Securities pursuant to Subsection (b) or (c), the Company shall
indemnify, defend and hold harmless the Purchaser and each of its officers,
directors, employees, agents, partners or controlling persons (within the
meaning of the Act) (each, an "indemnified party") from and against, and shall
reimburse such indemnified party with respect to, any and all claims, suits,
demands, causes of action, losses, damages, liabilities, costs or expenses
("Liabilities") to which such indemnified party may become subject under the Act
or otherwise, arising from or relating to (A) any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
<PAGE>
any prospectus contained therein or any amendment or supplement thereto, or (B)
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; PROVIDED, HOWEVER, that
the Company shall not be liable in any such case to the extent that any such
Liability arises out of or is based upon an untrue statement or omission so made
in strict conformity with information furnished by such indemnified party in
writing specifically for use in the registration statement. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of such Purchaser or such officer, director, employee, agent, partner or
controlling person, and shall survive the transfer of such securities by the
Purchaser.
(ii) In the event of any registration under
the Act of Registrable Securities pursuant to Subsection (b) or (c), the
Purchaser agrees to indemnify, defend and hold harmless the Company, and its
officers, directors, employees, agents, partners, or controlling persons (within
the meaning of the Act) (each, an "indemnified party") from and against, and
shall reimburse such indemnified party with respect to, any and all Liabilities
to which such indemnified party may become subject under the Act or otherwise,
arising from or relating to (A) any untrue statement or alleged untrue statement
of any material fact contained in such registration statement, any prospectus
contained therein or any amendment or supplement thereto, or (B) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading; PROVIDED, HOWEVER, that the Purchaser will
be liable in any such case to the extent, and only to the extent, that any such
Liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
prospectus or amendment or supplement thereto in reliance upon and in conformity
with written information furnished by the Purchaser specifically for use in the
preparation thereof. Notwithstanding the provisions of this Subsection (f)(ii)
or Subsection (f)(iv) below, the Purchaser shall not be required to indemnify
any person pursuant to this Subsection (f) or to contribute pursuant to
Subsection (f)(iv) below in an amount in excess of the amount of the aggregate
net proceeds received by such Purchaser in connection with any such registration
under the Securities Act.
(iii) Promptly after receipt by any indemnified
party of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against another party (the
"indemnifying party") hereunder, notify such party in writing thereof, but the
omission so to notify such party shall not relieve such party from any Liability
which it may have to the indemnified party other than under this section and
shall only relieve it from any Liability which it may have to the indemnified
party under this section if and to the extent an indemnifying party is
materially prejudiced by such omission. In case any such action shall be brought
against any indemnified party and such indemnified party shall notify an
<PAGE>
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to the
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to the indemnified party
under this section for any legal expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; PROVIDED,
HOWEVER, that if the defendants in any such action include both parties and the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the indemnifying
party, the indemnified party shall have the right to select a separate counsel
and to assume such legal defenses and otherwise to participate in the defense of
such action, with the reasonable expenses and fees of one such separate counsel
(in addition to any local counsel) and other reasonable expenses related to such
participation to be reimbursed by the indemnifying party as incurred.
(iv) In order to provide for just and equitable
contribution to joint liability under the Act in any case in which either (A)
any indemnified party specified in paragraph (i) or (ii) above makes a claim for
indemnification pursuant to this Section 5(f), but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be fully enforced in such case notwithstanding
the fact that this Section 5(f) provides for indemnification in such case, or
(B) contribution under the Act may be required on the part of any such
indemnified party in circumstances for which indemnification is provided under
this Section 5(f); then, in each such case, each indemnifying party will
contribute to the aggregate losses, claims, damages or liabilities to which such
indemnified parties may be subject as is appropriate to reflect the relative
fault of such indemnified parties on the one hand and such indemnifying parties
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities, it being understood that the
parties acknowledge that the overriding equitable consideration to be given
effect in connection with this provision is the ability of one party or the
other to correct the statement or omission which resulted in such losses,
claims, damages or liabilities, and that it would not be just and equitable if
contribution pursuant hereto were to be determined by pro rata allocation or by
any other method of allocation which does not take into consideration the
foregoing equitable considerations.
(g) (i) With respect to the inclusion of Registrable
Securities in a registration statement pursuant to Subsection (b) or (c), all
fees, costs and expenses of and incidental to such registration (including any
amendments or supplements to the registration statement), inclusion and public
offering shall be borne by the Company; PROVIDED, HOWEVER, that any security
holders participating in such registration shall bear their pro-rata share of
the underwriting discounts and commissions, if any, incurred by them in
connection with such registration.
<PAGE>
(ii) The fees, costs and expenses of
registration to be borne by the Company as provided in this Subsection (g) shall
include, without limitation, all registration, filing and NASD fees, printing
expenses, fees and disbursements of counsel and accountants for the Company, and
all legal fees and disbursements and other expenses of complying with state
securities or Blue Sky laws of any jurisdiction or jurisdictions in which
securities to be offered are to be registered and qualified. Subject to
appropriate agreements as to confidentiality, the Company shall make available
to the holders of Registrable Securities and their counsel its documents and
personnel for due diligence purposes.
(h) The Purchaser may assign any or all of its rights and
obligations under this Section 5 to any other person without the prior written
consent of the Company and such permitted assignee shall be considered a
"Purchaser" hereunder for all purposes.
(i) The Company will not hereafter enter into any agreement
with respect to its securities which is inconsistent with the rights granted to
the holders of Registrable Securities in this Agreement. The Company has not
previously entered into any agreement with respect to any of its securities
granting any registration rights to any person, other than registration rights
granted to, and already exercised by, the holders of the Company's 5%
convertible preferred stock and the Purchaser.
(j) Each holder of Registrable Securities, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate. In any action or
proceeding brought to enforce any provision of this Agreement or where any
provision hereof is validly asserted as a defense, the successful party shall be
entitled to recover reasonable attorneys' fees in addition to any other
available remedy.
(k) The Company covenants that, if it is not subject to the
reporting requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), it will (a) upon the request of
any holder of Registrable Securities, make publicly available such information
as necessary to permit sales pursuant to Rule 144 under the Securities Act, and
(b) upon the request of any holder of Registrable Securities, make available
such information as may be required by Rule 144A(d)(4) in order to permit sales
pursuant to Rule 144A under the Securities Act. In addition, the Company will
take such further action as any holder of Registrable Securities may reasonably
request, to the extent required to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (x) Rule 144 and Rule 144A under the Securities
Act, as such Rules may be amended from time to time, or (y) any similar rule or
regulation hereafter adopted by the SEC. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such informational and other
requirements.
<PAGE>
6. HSR COVENANTS. Each party hereto undertakes and agrees to file as
soon as practicable after the date hereof, a Notification and Report Form under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR
Act"), with the Federal Trade Commission ("FTC") and the Antitrust Division of
the Department of Justice ("Antitrust Division"). Each party hereto shall (i)
respond as promptly as practicable to any inquiries received from the FTC or the
Antitrust Division for additional information or documentation and to all
inquiries and requests received from any other governmental authority in
connection with antitrust matters and (ii) not extend any waiting period under
the HSR Act or enter into any agreement with the FTC or the Antitrust Division
not to consummate the transactions contemplated by this Agreement, except with
the prior written consent of the other party; PROVIDED, HOWEVER, that
notwithstanding anything to the contrary in this Section 6, (y) no party hereto
nor any of its affiliates shall be required to make any disposition, including,
without limitation, any disposition of, or any agreement to hold separate, any
subsidiary, asset or business, and (z) no party hereto nor any of its affiliates
be required to comply with any condition or undertaking or take any action
imposed by the FTC or the Antitrust Division which, individually or in the
aggregate, would materially and adversely affect the economic benefits to such
party of the transactions contemplated hereby or materially and adversely affect
any other business of such party or its affiliates.
7. CONDUCT OF BUSINESS OF THE COMPANY. The Company agrees that, from
the date hereof until the Closing, without the prior written consent of the
Purchaser, it shall, and shall cause its subsidiaries to, operate their
businesses only in the usual, regular and ordinary manner, on a basis consistent
with past practice and that it shall not issue, purchase or redeem, or authorize
or propose the issuance, purchase or redemption of, or declare or pay any
dividend with respect to, any shares of capital stock of the Company or any
class of securities convertible into, or rights, warrants or options to acquire,
any such shares of other convertible securities; PROVIDED, HOWEVER, that the
Company may issue shares of its Common Stock upon the valid exercise of
outstanding options or shares of Preferred Stock.
8. CONDITIONS TO OBLIGATION TO CLOSE. The obligation of each of the
parties to consummate the transactions contemplated by this Agreement is subject
to and conditioned upon the satisfaction or waiver by the appropriate party of
each of the following conditions on or prior to the Closing:
(a) NO INJUNCTIONS OR RESTRAINTS. At the Closing, there shall
be (i) no injunction, restraining order or other decree of any nature of any
court of competent jurisdiction or other governmental authority that is in
effect that restrains or prohibits the consummation of any of the transactions
contemplated hereby, and (ii) no action taken by any court of competent
jurisdiction or other governmental authority, or any statute, rule, regulation
<PAGE>
or order enacted, entered, enforced or deemed applicable to the transactions
contemplated hereby, which makes the consummation of this Agreement and the
transactions herein illegal; PROVIDED, HOWEVER, that the parties hereto shall
use their reasonable commercial efforts to have such injunction, order, decree,
claim, action, suit, statute, rule or regulation vacated or declared
inapplicable as expeditiously as practicable;
(b) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of each party shall be true and correct in all
material respects, in each case, as of the date hereof and as of the Closing, as
if such representations and warranties had been made on and as of such dates
(except with respect to representations and warranties that, by their terms, are
made as of a different date, which must be true and correct in all material
respects as of such date);
(c) COVENANTS OF THE PARTIES. Each party shall have performed
its obligations hereunder that are required to be performed at or prior to the
Closing;
(d) REGULATORY AUTHORIZATIONS. All applicable waiting periods
(and any extensions thereof) under the HSR Act shall have expired or otherwise
been terminated; and
(e) AMENDMENT AGREEMENT. NBC and the Company shall have
entered into the Amendment Agreement.
9. TERMINATION OF AGREEMENT. The parties may terminate this Agreement
only as expressly provided below, and upon such termination, all rights and
obligations of the parties hereto shall terminate without any further liability
hereunder:
(a) The Company and the Purchaser may terminate this
Agreement by mutual written consent at any time prior to Closing; and
(b) Either the Company or the Purchaser may terminate this
Agreement by written notice to the other party if Closing has not occurred on or
before September 30, 1999; PROVIDED, HOWEVER, that the right to terminate this
Agreement under this clause (b) shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been the cause of, or
resulted in, the failure to consummate the transactions contemplated by this
Agreement on or before such date.
10. MISCELLANEOUS.
(a) The terms and conditions of this Agreement represent the
entire agreement between the parties with respect to the subject matter hereof
and supersede any prior agreements or understandings, whether written or oral,
between the parties respecting such subject matter. This Agreement may be
modified only in a writing signed by the party against whom such modification is
to be enforced.
<PAGE>
(b) Except as otherwise provided in this Agreement, neither
party may assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other party.
(c) This Agreement shall be construed and enforced in
accordance with the laws of the state of New York applicable to agreements
between residents of New York wholly executed and wholly performed therein.
(d) This Agreement may be executed in one or more
counterparts, and such counterparts shall together constitute one and the same
agreement.
IN WITNESSES WHEREOF, the parties have entered into this Agreement as
of the date first set forth above.
TELESCAN, INC.
By: /s/ Ronald Warren
Name: Ronald Warren
Title: President
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Jeffrey Coats
Name: Jeffrey Coats
Title: Managing Director
[SIGNATURE PAGE OF STOCK PURCHASE AGREEMENT]
<PAGE>
EXHIBIT 2
[LETTERHEAD OF TELESCAN, INC.]
July 7, 1999
Mr. Tony V. Pantuso
GE Capital Equity Investments, Inc.
General Electric Capital Corporation
120 Long Ridge Road
Stamford, Connecticut 06927
Mr. Laurence A. Tosi
Mr. Christopher A. Glowacki
National Broadcasting Company, Inc.
30 Rockefeller Plaza
New York, New York 10112
RE: Telescan, Inc. ("Telescan")
Dear Messrs Pantuso, Tosi and Glowacki:
This letter agreement sets forth the terms and conditions pursuant to
which National Broadcasting Company, Inc. ("NBC") shall have the right to have
an individual designated by NBC included as a nominee for the Board of Directors
of Telescan.
As a result of the business relationship created by the Stock Purchase
Agreement by and between Telescan and GE Capital Equity Investments, Inc. ("GE
Equity") dated January 14, 1999, and in order to induce NBC to execute the
License Agreement by and between Telescan and NBC dated February 22, 1999 (the
"License Agreement"), Telescan agreed to execute this Letter Agreement granting
NBC the right to have an individual designated by NBC (the "NBC Designee")
included as a nominee for the Board of Directors of Telescan in the slate
presented to the stockholders of Telescan for approval at its annual
stockholders meetings. NBC shall have this right until the earlier of (1) GE
Equity owns less than 5% of the outstanding common stock, par value $.01 per
share, of Telescan ("Common Stock") and (2) the License Agreement terminates or
expires by its own terms (each a "Triggering Event"). Until a Triggering Event
occurs, Telescan shall use commercially reasonable efforts to cause the NBC
Designee to be elected as a director of the Board of Directors at each meeting
of stockholders for the election of directors or at each meeting of the Board of
Directors to fill any vacancy on the Board. If and when a Triggering Event shall
occur, the NBC Designee shall resign from the Telescan Board of Directors within
10 days.
<PAGE>
In addition, GE Equity shall be entitled to have an individual
designated by GE Equity (the "GE Equity Representative") present at all Telescan
Board of Directors meetings. Such individual may be present in person or by
teleconference and shall be non-voting and non-participating. GE Equity shall
have this right for so long as it owns at least 5% of the Telescan Common Stock.
Upon distribution to the members of the Board of Directors, Telescan shall
deliver to such GE Equity Representative copies of all notices, minutes,
consents and other material so distributed in advance of, or at, each meeting of
the Board, except that such GE Equity Representative may be excluded from access
to any material or meeting or portion thereof if Telescan reasonably believes
that such exclusion is necessary to preserve the attorney-client privilege.
This letter agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware.
If you are in agreement with the foregoing, please so indicate by
signing and returning one copy of this letter agreement, whereupon this letter
will constitute our agreement with respect to the subject matter hereof.
Very truly yours,
TELESCAN, INC.
By: /s/ Roger C. Wadsworth
Name: Roger C. Wadsworth
Title: Senior Vice President
ACCEPTED AND AGREED TO:
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Christopher Glowacki
Name: Christopher Glowacki
Title: Authorized Signatory
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Jeffrey H. Coats
Name: J. H. Coats
Title: Managing Director
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the
Amendment to the Schedule 13D filed on or about this date and any further
amendments to the Schedule 13D with respect to beneficial ownership by the
undersigned of shares of the Common Stock, $.01 par value, of Telescan, Inc. is
being filed on behalf of each of the undersigned in accordance with Rule
13d-2(a) under the Securities Exchange Act of 1934.
Dated: July 28, 1999
GENERAL ELECTRIC COMPANY
By: /s/ Michael E. Pralle
Name: Michael E. Pralle
Title: Attorney-in-Fact
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Michael E. Pralle
Name: Michael E. Pralle
Title: President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Michael E. Pralle
Name: Michael E. Pralle
Title: Vice President
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Michael E. Pralle
Name: Michael E. Pralle
Title: Attorney-in-Fact
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark Begor
Name: Mark Begor
Title: Executive Vice President
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Mark Begor
Name: Mark Begor
Title: Treasurer
