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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 3)
NATIONAL MEDIA CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
636919102
- -------------------------------------------------------------------------------
(CUSIP Number)
Daniel M. Yukelson, Chief Financial Officer
15821 Ventura Blvd., Suite 570, Encino, CA 91416
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1998
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
<PAGE>
CUSIP No. 636919102 13D Page 2 of 10 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (Entities Only)
ERIC R. WEISS CHARITABLE REMAINDER TRUST
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
CALIFORNIA
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
26,619,854
--------------------------------------------------
(9) Sole Dispositive Power
255,936
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,619,854
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
51.11%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 636919102 13D Page 3 of 10 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (Entities Only)
TEMPORARY MEDIA CO., LLC
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
00
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
DELAWARE
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
26,619,854
--------------------------------------------------
(9) Sole Dispositive Power
2,975,000
--------------------------------------------------
(10) Shared Dispositive Power
-0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,619,854
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
51.11%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
00
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 636919102 13D Page 4 of 10 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (Entities Only)
DANIEL M. YUKELSON
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES OF AMERICA
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
26,619,854
--------------------------------------------------
(9) Sole Dispositive Power
307,241
--------------------------------------------------
(10) Shared Dispositive Power
2,975,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,619,854
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
51.11%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 636919102 13D Page 5 of 10 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (Entities Only)
ERIC R. WEISS
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES OF AMERICA
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
26,619,854
--------------------------------------------------
(9) Sole Dispositive Power
1,024,067
--------------------------------------------------
(10) Shared Dispositive Power
3,230,936
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,619,854
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
51.11%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 636919102 13D Page 6 of 10 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (Entities Only)
TRUE-DB, INC.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
WC
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
NEVADA
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Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
26,619,854
--------------------------------------------------
(9) Sole Dispositive Power
-0-
--------------------------------------------------
(10) Shared Dispositive Power
2,975,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,619,854
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
51.11%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 636919102 13D Page 7 of 10 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (Entities Only)
STEPHEN C. LEHMAN
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) /X/
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
PF
- -------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES OF AMERICA
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
26,619,854
--------------------------------------------------
(9) Sole Dispositive Power
3,071,948
--------------------------------------------------
(10) Shared Dispositive Power
2,975,000
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,619,854
- -------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
51.11%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 10 Pages
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ITEM 1. SECURITY AND ISSUER
This statement relates to Common Stock, $.01 par value per share
("Common Stock"), issued by National Media Corporation, a Delaware
Corporation ("NMC"). The address of the principal executive offices NMC is
15821 Ventura Blvd., Suite 570, Encino, CA 91416.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of the following persons:
Temporary Media Co., LLC, a Delaware limited liability company ("TMC"), of
15821 Ventura Boulevard, Suite 570, Encino, California 91436. TMC's principal
business is the provision of management consulting services to NMC.
Stephen C. Lehman ("Lehman"), of 15821 Ventura Boulevard, Suite 570,
Encino, California 91436. Lehman is the Chairman of the Board and Chief
Executive Officer of NMC and a managing member of TMC.
True-DB, Inc., a Nevada corporation ("True-DB"), of 15821 Ventura
Boulevard, Suite 570, Encino, California 91436. True-DB's principal business
is investment and consulting.
Eric R. Weiss ("Weiss"), of 15821 Ventura Boulevard, Suite 570, Encino,
California 91436. Weiss is Vice Chairman of the Board and Chief Operating
Officer of NMC and a managing member of TMC.
Daniel M. Yukelson ("Yukelson"), of 15821 Ventura Boulevard, Suite 570,
Encino, California 91436. Yukelson is Executive Vice President of Finance,
Chief Financial Officer and Secretary of NMC and a managing member of TMC.
None of the above persons has, during the last five years, been either
(a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as the result of such
proceedings was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activity subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
TMC received options to purchase 212,500 shares of Common Stock (the
"TMC Options") and warrants to purchase up to 2,762,500 shares of Common
Stock (the "TMC Warrants") from NMC in consideration of its agreement to
provide management consulting services to NMC.
Lehman received 1366.0 shares of Series E Convertible Preferred Stock of
NMC ("Series E Stock"), 2,489.3 shares of Series D Convertible Preferred
Stock of NMC ("Series D Stock") and warrants to purchase 135,641 shares of
Common Stock in consideration of the cancellation of his membership in NM
Acquisition Co., LLC, a Delaware limited liability company ("ACO") (See
Item 5, below). Lehman purchased his membership interest in ACO for $3,000,000
in cash from his personal funds.
Weiss received 455.4 shares of Series E Stock, 829.8 shares of Series D
Stock and warrants to purchase 45,214 shares of Common Stock in consideration
of the cancellation of his membership interest in ACO. Weiss purchased his
membership interest in ACO for $1,000,000 in cash from his personal funds.
Yukelson received 136.6 shares of Series E Stock, 249 shares of Series D
Stock and warrants to purchase 13,564 shares of Common Stock in consideration
of the cancellation of his membership interest in ACO. Yukelson purchased
his membership interest in ACO for $300,000 in cash from his personal funds.
<PAGE>
Page 9 of 10 Pages
--- ---
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transactions described below was to cause TMC to
acquire control of NMC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The aggregate number of shares of outstanding Common Stock is
25,466,937, based on NMC's Proxy Statement filed with the SEC as of September
23, 1998. For the purposes of percentage calculations under this Item 5, the
number of outstanding shares is increased to reflect the relevant issuances
of Common Stock on a diluted basis.
Each of the persons identified in Item 2 is the beneficial owner of
26,619,854 shares of Common Stock, representing 51.11% of the outstanding
Common Stock on a diluted basis, as a result of the following:
On August 11, 1998, ACO purchased 10,000 shares of Series D Stock and
warrants to purchase up to 992,942 shares of Common Stock (the "ACO
Warrants"). Each share of Series D Stock is convertible into 931.8579 shares
of Common Stock.
On October 23, 1998, ACO purchased 20,000 shares of Series E Stock.
Each share of Series E Stock is convertible into 666.6667 shares of Common
Stock.
On October 23, 1998, ACO dissolved by the written consent of its
members. At the time of the dissolution, ACO was the beneficial owner of
23,644,854 shares of Common Stock, which it was entitled to acquire pursuant
to the conversion of Series D Stock and the Series E Stock and the exercise
of the ACO Warrants. Subsequent to the dissolution, each former member of
ACO (a "Member") granted to TMC an irrevocable proxy (a "Proxy") to vote such
Member's share of such NMC securities at any election of directors of NMC
prior to October 26, 1999.
On August 11, 1998, NMC issued to TMC (a) options to purchase 212,500
shares of Common Stock (the "TMC Options") and (b) warrants to purchase up to
2,762,500 shares of Common Stock (the "TMC Warrants").
Lehman, True-DB and Yukelson are the managing members of TMC. Weiss is
the controlling stockholder of True-DB. Each of Lehman, Weiss, True-DB and
Yukelson is the beneficial owner of the 2,975,000 shares of Common Stock
which TMC has the right to acquire because each has shared power to direct
the voting and disposition of such Common Stock through their control of TMC.
TMC is the beneficial owner of the 23,644,854 shares of Common Stock
subject to the Proxy because TMC has power to direct the voting of such
Common Stock by virtue of the Proxy. Each of Lehman, Weiss, True-DB and
Yukelson is likewise the beneficial owner of the 23,644,854 shares of Common
Stock subject to the Proxy because each has shared power to direct the voting
of such Common Stock through their control of TMC.
The Eric R. Weiss Charitable Remainder Trust (the "Trust") has the right
to acquire 255,936 shares of Common Stock by virtue of its ownership of 207.4
shares of Series E Stock, 113.8 shares of Series D Stock and warrants to
purchase 11,303 shares of Common Stock. Eric R. Weiss is the manager of the
Trust and thereby has power to direct the voting of such Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 5 as to the Proxies.
On October 23, 1998, NMC, Lehman, Weiss, Yukelson and all of the other
Members entered into a Shareholders' Agreement pursuant to which each Member
has agreed that prior to October 23, 1999, each Member (a) shall not convert
or sell any Series E Stock, (b) shall not sell 50% of the Series D Stock (or
the underlying Common Stock) held by such Member and (c) shall not sell 50%
of the NMC warrants (or the underlying Common Stock) held by such Member. In
addition, each Member shall be entitled to sell a maximum of 12.5% of the
other 50% of such Series D Stock and warrants in any quarter, which 12.5% may
accumulate up to a maximum of 25% in any one quarter.
<PAGE>
Page 10 of 10 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A -- Limited Power of Attorney for Section 16(a) and Section
13(d) Filings.
Exhibit B -- Stock Purchase Agreement, dated August 11, 1998, by and
between NMC and ACO, incorporated by reference to Exhibit 10.1 to the Form
8-K of NMC dated August 18, 1998 (File No. 001-06715).
Exhibit C -- Letter Agreement, dated August 12, 1998, by and between
NMC, ACO, RGC International Investors, LDC and Capital Ventures
International, incorporated by reference to Exhibit 10.4 to the Form 8-K of
NMC dated August 18, 1998 (File No. 001-06715).
Exhibit D -- Consulting Agreement, dated August 11, 1998, by and between
NMC and TMC, incorporated by reference to Exhibit 10.2 to the Form 8-K of NMC
dated August 18, 1998 (File No. 001-06715), by and between the Members and
NMC.
Exhibit E -- Stockholders Agreement, dated October 23, 1998, by and
between the Members and NMC.
Exhibit F -- Form of Irrevocable Proxy, dated as of October 23, 1998, to
be executed by each Member.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
November 2, 1998
--------------------------------------
(Date)
TEMPORARY MEDIA CO., LLC
a Delaware limited liability company
By /s/ Daniel M. Yukelson
-----------------------------------
Daniel M. Yukelson
Managing Member
STEPHEN C. LEHMAN,
ERIC R. WEISS and
TRUE-DB, INC, a Nevada corporation
/s/ Daniel M. Yukelson By /s/ Daniel M. Yukelson
- ------------------------------ -----------------------------------
DANIEL M. YUKELSON Daniel M. Yukelson,
Attorney in fact
<PAGE>
EXHIBIT E
NATIONAL MEDIA CORPORATION
--------------
SHAREHOLDERS' AGREEMENT
--------------
<PAGE>
TABLE OF CONTENTS
PAGE
1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Holders". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 "Investor Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Restrictions on Transfer of Shares by The Members . . . . . . . . . . . . 2
3. Assignments and Transfers . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Legend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Effect of Change in Company's Capital Structure . . . . . . . . . . . . . 4
6. Creation of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7. Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. Investment Representation . . . . . . . . . . . . . . . . . . . . . . . . 5
9. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 5
9.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9.3 No Waivers; Rights and Remedies Cumulative.. . . . . . . . . . . . . 5
9.4 Survival of Representations and Warranties.. . . . . . . . . . . . . 5
9.5 Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . 5
9.6 Governing Law; Submission to Jurisdiction; Waiver
of Jury Trial. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9.7 Counterparts; Facsimile Signatures . . . . . . . . . . . . . . . . . 6
9.8 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.9 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . 7
9.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.12 Remedy for Breach. . . . . . . . . . . . . . . . . . . . . . . . . . 7
<PAGE>
SHAREHOLDERS' AGREEMENT
THIS SHAREHOLDERS' AGREEMENT, dated as of October 23, 1998 (the
"Agreement"), is entered into by and among National Media Corporation, a
Delaware corporation ("NMC") and the other persons described on the signature
pages hereof ("Members" or "Member").
RECITALS
WHEREAS, the Members of NM Acquisition Co., LLC, a Delaware limited
liability company ("ACO") entered into that certain Operating Agreement,
dated as of August 10, 1998 (the "Operating Agreement"), pursuant to which
(i) ACO entered into that certain Stock Purchase Agreement, dated as of
August 12, 1998, by and among ACO, Capital Ventures International, a Cayman
Islands company ("CVI") and RGC International Investors, a Cayman Islands
limited duration company ("RGC"), pursuant to which ACO purchased from CVI
and RGC, in the aggregate, 10,000 shares of Series D Convertible Preferred
Stock of NMC ("Series D Stock") and warrants to purchase 992,942 shares of
Common Stock of NMC ("Warrants"); (ii) ACO and NMC entered into that certain
Stock Purchase Agreement, dated as of August 11, 1998, pursuant to which ACO
is to purchase from NMC 20,000 shares of Series E Preferred Stock of NMC
("Series E Stock");
WHEREAS, the Members desire to enter into an agreement governing
their respective ability and right to Transfer (as defined below in Section
2.1) the Investor Stock (as defined below in Section 1.2)
WHEREAS, ACO, the Members and NMC desire to set forth certain
rights and restrictions related to the ownership and disposition of their
respective beneficial ownership interests in the Investor Stock;
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties mutually agree as follows:
8. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:
8.1 "HOLDERS" means the Members or persons who have acquired
shares from any of such persons or their transferees or assignees in
accordance with the provisions of this Agreement.
8.2 "INVESTOR STOCK" means (i) the Series D Stock, (ii) the Series
E Stock, (iii) the Common Stock issuable or issued upon conversion of the
Series D Stock, (iv) the Common Stock issuable or issued upon conversion of
the Series E Stock, (v) the Warrants, (vi) the Common Stock issuable or
issued upon exercise of the Warrants, and (vii) any Common Stock of NMC
issued as (or issuable upon the conversion or exercise of any warrant, right
or other security which is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of the shares referenced in
(i), (ii), (iii), (iv), (v) and (vi) above.
9. RESTRICTIONS ON TRANSFER OF SHARES BY THE MEMBERS.
9.1 Except as otherwise provided in this Agreement, no Member
may sell, assign, transfer, pledge, hypothecate, or otherwise encumber or
dispose of in any way, all or any part of or any interest in any or all of
the Investor Stock now or hereafter owned or held by the Members
(hereinafter referred to as a "Transfer"). Any Transfer of Investor Stock
not made in conformance with this Agreement shall be null and void, shall
not be recorded on the books of NMC and shall not be recognized by NMC.
1
<PAGE>
9.2 Subject to Section 2.3 of this Agreement, for a period
ending on the first anniversary of the date of this Agreement, each Member
may Transfer up to 50% of the Investor Stock, other than the Series E
Stock, held by the Member on the date of this Agreement.
9.3 No Member shall Transfer more than 25% of the Investor Stock
referred to in Section 2.2 above in any of the following three month periods:
(a) the period beginning on the date of this Agreement and ending on November
11, 1998, (b) the period beginning on November 12, 1998 and ending on
February 11, 1999, (c) the period beginning on February 12, 1999 and ending
on May 11, 1999, or (d) the period beginning on May 12, 1999 and ending on
August 11, 1999 (each, a "Quarter"); provided, however, that any shares of
Investor Stock which were permitted to be sold in any Quarter and which were
not so sold will be added to the number of shares of Investor Stock permitted
to be sold by it in any subsequent Quarter up to a maximum of 50% of the
Investor Stock referred to in Section 2.2 above.
9.4 No Member shall Transfer any Series E Stock, or convert any
Series E Stock into Common Stock, prior to the first anniversary of this
Agreement.
9.5 Notwithstanding the provisions contained in the Certificate of
Designations, Preferences and Rights of Series D Stock of NMC (the
"Certificate of Designations"), the "Conversion Price" (as such term is used
in the Certificate of Designations) shall equal $1.073125 (subject to
adjustment as described in the Certificate of Designations) and each Member
waives (for themselves, their successors, assigns and transferees) their
right to convert such shares at the Variable Conversion Price. As a
condition to the Transfer of any Investor Stock to any other person or entity
(other than NMC) (each, a "Transferee") by any of the Members, such
Transferee shall be required to execute an instrument reasonably satisfactory
to NMC (in form and substance) pursuant to which such Transferee agrees to be
bound by the terms and conditions of this Agreement as if such Transferee was
a party to this Agreement.
9.6 The provisions of Sections 2.2, 2.3 and 2.4 shall not apply
to any Transfer where the seller and buyer are both parties to this Agreement.
10. ASSIGNMENTS AND TRANSFERS.
Any attempt by a Member to Transfer Investor Stock in violation of
Section 2 hereof shall be void and NMC shall not effect such a transfer nor
will it treat any alleged transferee(s) as the holder of such shares.
11. LEGEND.
11.1 SERIES D STOCK. Each replacement certificate for Series D
Stock now owned by each and every Member or any subsequent transferees,
successors and assigns of each and every Member shall bear the following
legends upon its face:
"The ownership, transfer, encumbrance, pledge,
assignment, or other disposition of this certificate
and the shares of stock represented thereby, are
subject to the restrictions contained in a
Shareholders' Agreement, a copy of which is on file at
the office of NMC."
"The shares represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "1933 Act") and may not be sold, offered
for sale, pledged or hypothecated in the absence of (i)
an effective registration statement as to the
securities under the 1933 Act and an effective
registration or qualification of such securities for
sale under applicable state securities law; or (ii)
2
<PAGE>
an opinion of counsel satisfactory to the corporation that
such registration and qualification is not required."
"The conversion terms contained in the Certificate of
Designation for the Series D Convertible Preferred
Shares are subject to a contract between all of the
holders of such shares and National Media Corporation
(the "Company") dated August 10, 1998 (the "Agreement")
which provides that the conversion price shall be
$1.073125, subject to adjustment and termination under
certain circumstances. Each person who acquires an
interest in the shares represented by this Certificate
takes subject to this modification and is required by
the Agreement to have each certificate for Shares
marked with this legend, and each such person may
inspect the relevant portion of the Agreement at the
office of the Company."
11.2 SERIES E STOCK. Each replacement certificate for Series E
Stock now owned by each and every Member or any subsequent transferees,
successors and assigns of each and every Member shall bear the following
legends upon its face:
"The shares of stock represented by this certificate
are subject to the Agreement among the shareholders
dated October __, 1998 (the "Agreement"). Among other
things, the Agreement contains restrictions on the
transfer of such shares. Any attempted transfer of
such shares in violation of the Agreement will be null
and void and of no effect."
"The shares represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "1933 Act") and may not be sold, offered
for sale, pledged or hypothecated in the absence of (i)
an effective registration statement as to the
securities under the 1933 Act and an effective
registration or qualification of such securities for
sale under applicable state securities law; or (ii) an
opinion of counsel satisfactory to the corporation that
such registration and qualification is not required."
12. EFFECT OF CHANGE IN COMPANY'S CAPITAL STRUCTURE. If, at any time
on or after the date of this Agreement, the number of outstanding shares of
any class of NMC securities comprising the Investor Stock is increased by a
stock split, stock dividend, combination, reclassification or other similar
event or change in the capital structure of NMC, the Investor Stock shall be
proportionately reduced, or if the number of such outstanding shares is
decreased by a reverse stock split, combination or reclassification of
shares, or other similar event or change in the capital structure of NMC, the
Investor Stock shall be proportionately increased.
13. CREATION OF PROXY. Upon the execution of this Agreement, each
Member hereby agrees to execute an irrevocable proxy in favor of Temporary
Media Co., LLC, a Delaware limited liability company ("TMC"), in the form
attached hereto as EXHIBIT A.
14. DISSOLUTION. The Members hereby agree to dissolve ACO in
accordance with and pursuant to Section 18-801 of the Delaware Limited
Liability Company Act.
15. INVESTMENT REPRESENTATION. Each and every Member hereby confirms,
that the Investor Stock to be issued to the Member will be acquired for
investment for the Member's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that the
Member has no present intention of selling, granting any participation in, or
otherwise distributing the same. By executing this Agreement, the Member
further represents that it does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to
such person or to any third person, with respect to any of the Investor
Stock.
3
<PAGE>
Further, each and every Member understands that ACO will rely on the
representations contained in this Section 8 in connection with the
distribution of the Investor Stock to its Members following ACO's dissolution.
16. MISCELLANEOUS.
16.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective transferees, successors and assigns of
the parties hereto (including transferees of any shares of Investor Stock).
Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.
16.2 NOTICES. All notices, requests, and other communications to
any party under this Agreement shall be in writing and shall be given to such
party at its address or facsimile number set forth on the signature pages
hereof or such other address or telex or facsimile number as such party may
hereafter specify for the purpose of notice to the other parties. Each such
notice, request or other communication shall be effective: (a) if given by
facsimile, when such facsimile is transmitted to the facsimile number, as
applicable, specified in this Section and the party sending the facsimile has
telephonically confirmed its receipt, (b) if given by registered or certified
mail, return receipt requested, 72 hours after such communication is
deposited in the mails with postage prepaid, addressed as aforesaid or (c) if
given by any other means, when delivered at the address specified in this
Section.
16.3 NO WAIVERS; RIGHTS AND REMEDIES CUMULATIVE. No failure or
delay by any Holder in exercising any right, power, or privilege under this
Agreement shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power, or privilege. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or
remedies provided by law.
16.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in, pursuant to or in connection with
this Agreement shall survive the execution and delivery of this Agreement.
16.5 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
16.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL.
(a) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE
BEEN MADE IN THE STATE OF CALIFORNIA AND THE VALIDITY, CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO, SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
(b) JURISDICTION AND VENUE. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS
ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY
IN LOS ANGELES COUNTY TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES
HERETO HEREBY WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT
IN ACCORDANCE WITH THIS SUBSECTION (b) AND STIPULATE THAT SUCH COURTS SHALL
HAVE IN PERSONAM JURISDICTION AND VENUE OVER EACH SUCH PARTY FOR THE PURPOSE
OF LITIGATING ANY SUCH DISPUTE, CONTROVERSY, OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE
OF PROCESS SUFFICIENT FOR PERSONAL
4
<PAGE>
JURISDICTION IN ANY ACTION AGAINST THE COMPANY MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS SPECIFIED FOR
NOTICES PURSUANT TO SECTION 7.2.
(c) WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT THEY MAY
LEGALLY DO SO, THE PARTIES TO THIS AGREEMENT HEREBY EXPRESSLY WAIVE ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING
ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR IN ANY WAY CONNECTED
WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO
WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO
SO, THE PARTIES TO THIS AGREEMENT HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND,
ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SUBSECTION (c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT
TO TRIAL BY JURY.
16.7 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same instrument. Delivery of an executed counterpart of the signature page
to this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement, and any party delivering an executed
counterpart of the signature page to this Agreement by facsimile to any other
party shall thereafter also promptly deliver a manually executed counterpart
of this Agreement to such other party, but the failure to deliver such
manually executed counterpart shall not affect the validity, enforceability,
and binding effect of this Agreement.
16.8 EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements
in addition to any other relief to which such party may be entitled.
16.9 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of NMC and the Holders of a
majority of the Investor Stock then outstanding. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder
of any Investor Stock then outstanding, each future holder of all such
Investor Stock, and NMC.
16.10 SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
16.11 ENTIRE AGREEMENT. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof.
16.12 REMEDY FOR BREACH. NMC hereby acknowledges that in the event
of any breach or threatened breach by any Member of any of the provisions of
this Agreement, the Holder would have no adequate remedy at law and could
suffer substantial and irreparable damage. Accordingly, NMC, each and every
Member and ACO hereby agree that, in such event, the Holder shall be
entitled, without the necessity of proving damages or posting bond, and
notwithstanding any election by Holder to claim damages, to obtain temporary
and/or permanent injunction, without proving a breach thereof, to restrain
any such breach or threatened breach or to obtain specific
5
<PAGE>
performance of any such provisions, all without prejudice to any and all
other remedies which any Holder may have at law or in equity.
IN WITNESS WHEREOF, this Agreement has been duly executed effective as
of the date and year first above written.
NMC: NATIONAL MEDIA CORPORATION,
a Delaware corporation
By
------------------------------------------
Name:
Title:
Address for Notices:
1835 Market Street
11 Penn Center, Suite 1100
Philadelphia, PA 19103
Telephone: (212) 581-2144
Facsimile: (212) 581-2433
TMC: TEMPORARY MEDIA, CO., LLC,
a Delaware limited liability company
By
------------------------------------------
Name:
Title: Managing Member
Address for Notices:
c/o Quantum Television
15821 Ventura Blvd., Suite 570
Encino, CA 91436
Attn: Daniel M. Yukelson
Telephone: (818) 461-6413
Facsimile: (818) 461-6530
6
<PAGE>
MEMBERS:
WILHELMINA NUEHRING ERIC R. WEISS CHARITABLE
FAMILY TRUST REMAINDER TRUST
By: By:
--------------------------- ------------------------
Roberto Crawford Eric R. Weiss
Address for Notices: Address for Notices:
c/o Roberto Crawford c/o Eric R. Weiss
4775 Bradford Lane 245 Tranquillo Road
Reno, NV 89509-0936 Pacific Palisades, CA 90272
Telephone: (702) 828-0333 Telephone: (310) 459-2488
Facsimile: (702) 827-6193 Facsimile: (310) 459-2489
- ------------------------------ ----------------------------
BRUCE GOODMAN JOHN KIRBY
Address for Notices: Address for Notices:
2020 Walnut Street, #25J 10380 Wilshire Boulevard
Philadelphia, PA 19103 Los Angeles, CA 90024
Telephone: (215) 567-5172 Telephone: (310) 788-2750
Facsimile: (818) 461-6533 Facsimile: (818) 461-6533
- ----------------------------- ---------------------------
STEPHEN C. LEHMAN ERIC R. WEISS
Address for Notices: Address for Notices:
25742 Simpson Place 245 Tranquillo Road
Calabasas, CA 91302-3154 Pacific Palisades, CA 90272
Telephone: (818) 818-9642 Telephone: (310) 788-2750
Facsimile: (818) 818-9541 Facsimile: (818) 461-6533
7
<PAGE>
- ----------------------------- ---------------------------
DANIEL M. YUKELSON MARK CUBAN
Address for Notices: Address for Notices:
148 South Wetherly Drive 2914 Taylor Street
Beverly Hills, CA 90211 Dallas, TX 75226
Telephone: (310) 278-2905 Telephone: (214) 748-1125
Facsimile: (818) 461-6530 Facsimile: (214) 748-6657
- ----------------------------- ---------------------------
TODD WAGNER DAVID SALZMAN, individually
and as attorney-in-fact for
Sonia Salzman
Address for Notices: Address for Notices:
2914 Taylor Street 702 North Sierra Drive
Dallas, TX 75226 Beverly Hills, CA 90210
Telephone: (214) 748-6660, ext. 2101 Telephone: (310) 858-7766
Facsimile: (214) 748-6557 Facsimile: (310) 858-7321
ESSANESS/NM PARTNERS TALISMAN CAPITAL OPPORTUNITY
FUND LTD.
By: By:
--------------------------- ------------------------
Address for Notices: Address for Notices:
38045 Via Fortuna c/o Geoff Tierman
Palm Springs, CA 92264 16101 La Grande Drive, Suite 100
Telephone: (760) 327-5677 Little Rock, AR 72211
Facsimile: (760) ___-____ Telephone: (501) 821-6800
Facsimile: (501) 821-6888
8
<PAGE>
- ----------------------------- ---------------------------
STEVEN HICKS D. GEOFF ARMSTRONG
Address for Notices: Address for Notices:
c/o Capstar Broadcasting Partners 4301 Michaels Cove
600 Congress Avenue, Suite 1400 Austin, TX 78746
Austin, TX 78701 Telephone: (512) 327-9301
Telephone: (512) 340-7800 Facsimile: (512) 327-9315
Facsimile: (512) 340-7890
JACOR COMMUNICATIONS, INC. GRUBER/MCBAINE INTERNATIONAL
By: By:
-------------------------- ------------------------
Address for Notices: Address for Notices:
c/o Jerome Kersting c/o Gruber/McBaine Capital
50 East River Center Boulevard, 12th Floor Management
Covington, KY 41011 attn: Christine Arroyo
Telephone: (606) 655-2267 50 Osgood Place
Facsimile: (606) 655-9345 San Francisco, CA 94133
Telephone: (415) 981-2101
Facsimile: (415) 981-6434
DOTCOM PARTNERS, LLC S/L TRILLING TRUST
By: By:
- ----------------------------- ---------------------------
Stanley Trilling, individually
and as attorney-in-fact for
Linda Trilling
Address for Notices: Address for Notices:
c/o David J. Rosen 856 Stanford Street
2 North Riverside Plaza, 6th Floor Santa Monica, CA 90403
Chicago, IL 60606 Telephone: (310) 826-7143
Telephone: (312) 466-3490 Facsimile: (310) 315-9966
Facsimile: (312) 454-1671
9
<PAGE>
ALEX BROWN NM PARTNERS, LLC
By:
--------------------------
Address for Notices:
c/o Jeffery S. Amling
One South Street, 25th Floor
Baltimore, MD 21202
Telephone: (410) 895-4341
Facsimile: (410) 895-4481
HAMARAT/HELEN PARTNERS, LP
By:
--------------------------
Address for Notices:
c/o Linda K. Walseth
5251 DTC Parkway, #995
Englewood, CO 80111
Telephone: (303) 770-3200
Facsimile: (303) 770-4666
LAGUNITAS PARTNERS, L.P.
By:
--------------------------
Address for Notices:
c/o Gruber/McBaine Capital Management
attn: Christine Arroyo
50 Osgood Place
San Francisco, CA 94133
Telephone: (415) 981-2101
Facsimile: (415) 981-6434
10
<PAGE>
- ----------------------------- ---------------------------
ROBERT WILSON MARK ARMBRUSTER
Address for Notices: Address for Notices:
10441 Oletha Lane 1411 Fermo Drive
Los Angeles, CA 90077 Pacific Palisades, CA 90272
Telephone: (310) 441-9512 Telephone: (310) 459-5779
Facsimile: (310) Facsimile: (310)
- ----------------------------- ---------------------------
JEFFREY CRAIG LAMONT TIMOTHY KELLY
Address for Notices: Address for Notices:
6400 Pacific Ave., #310 5456 Collingwood Circle
Playa Del Rey, CA 90293 Calabasas, CA 91302
Telephone: (323) 850-5085 Telephone: (818) 880-6232
Facsimile: (323) 850-5385 Facsimile: (818) 880-6902
- ----------------------------- ---------------------------
ROSS KUDWITT REBECCA KUDWITT
Address for Notices: Address for Notices:
15 Compo Hill Avenue 15 Compo Hill Avenue
Westport, CT 06880 Westport, CT 06880
Telephone: (203) 222-8830 Telephone: (203) 222-8830
Facsimile: (203) Facsimile: (203)
11
<PAGE>
- ----------------------------- ---------------------------
WILLIAM GERLACH CHARLES THORNSTROM
Address for Notices: Address for Notices:
126 8th Street 1124 Amalfi Drive
Seal Beach, CA 90740 Pacific Palisades, CA 90272
Telephone: (310) 788-2000 Telephone: (310)
Facsimile: (310) 788-2191 Facsimile: (310)
CASEY KASEM INC.
RETIREMENT TRUST
By
---------------------------- ---------------------------
Casey Kasem FRANK BODENCHACK
Address for Notices: Address for Notices:
138 North Mapleton Drive 1585 Broadway, 14th Floor
Los Angeles, CA 90077 New York, NY 10036
Telephone: (310) 273-1550 Telephone: (212)
Facsimile: (310) 247-8897 Facsimile: (212)
12
<PAGE>
- ----------------------------- ---------------------------
BENJAMIN L. HOMEL THOMAS P. OWENS
Address for Notices: Address for Notices:
50 East Rivercenter Blvd., 12th floor 3525 Herschel View
Cincinnati, OH 45243 Cincinnati, OH 45208
Telephone: Telephone:
Facsimile: Facsimile:
- ----------------------------- ---------------------------
ROBERT L. LAWRENCE RICHARD RADUTZKY
Address for Notices: Address for Notices:
4320 Willow Hills Lane c/o Joyva Corporation
Cincinnati, OH 45243 53 Varick Avenue
Telephone: Brooklyn, NY 11237
Facsimile: Telephone:
Facsimile:
- ----------------------------- ---------------------------
BRIAN B. BOORSTEIN CHARLES WILLIAM COMPTON
Address for Notices: Address for Notices:
1139 West Montana 328 North Courtney Drive
Chicago, IL 60614 Connersville, IN 47331
Telephone: Telephone:
Facsimile: Facsimile:
13
<PAGE>
- ----------------------------- ---------------------------
DAVID ROSEN HARRY RADUTZKY
Address for Notices: Address for Notices:
1058 Skokie Ridge Drive c/o Joyva Corporation
Glencoe, IL 60022 53 Varick Avenue
Telephone: Brooklyn, NY 11237
Facsimile: Telephone:
Facsimile:
- ----------------------------- ---------------------------
MILTON RADUTZKY JONATHAN LIEBER
Address for Notices: Address for Notices:
c/o Joyva Corporation 271 Hamilton Road
53 Varick Avenue Chappaqua, NY 10514
Brooklyn, NY 11237 Telephone:
Telephone: Facsimile:
Facsimile:
LEONARD LOVENTHAL TRUST FIFTH THIRD BANK TR
By By
----------------------------- ---------------------------
Address for Notices: Address for Notices:
3150 North Lakeshore Drive, #20A 38 Fountain Square Plaza
Chicago, IL 60657 M.D. #1090C4
Telephone: Cincinnati, OH 45263
Facsimile: Telephone:
Facsimile:
14
<PAGE>
EFFREY A. WELLECK REVOCABLE R. CHRISTOPHER WEBER/
TRUST U/A/D NANCY LEE MCGOWAN JTWROS
By By
----------------------------- -------------------------
Jeffrey A. Welleck, Trustee R. Christopher Weber
By
-------------------------
Nancy Lee McGowan
Address for Notices: Address for Notices:
1414 Sheridan Road 417 Sheffield Road
Highland Park, IL 60035 Cincinnati, OH 45240
Telephone: Telephone:
Facsimile: Facsimile:
15
<PAGE>
HIRSCH LIVING TRUST U/T/D 10/30/90 THE LEHMAN FAMILY TRUST
By By
----------------------------- -------------------------
Peter Hirsch, Trustee Jack Lehman, Trustee
Address for Notices: Address for Notices:
466 17th Street 2265 Geronimo Way
Santa Monica, CA 90402 Las Vegas, Nevada 89109
Telephone: Telephone:
Facsimile: Facsimile:
- ----------------------------- ---------------------------
ROBERT MOORE KRAIG T. KITCHLIN
Address for Notices: Address for Notices:
3475 Berry Dr. 4231 Hunt Club Lane
Studio City, CA 91604-4155 Westlake Village, CA 91361
Telephone: Telephone:
Facsimile: Facsimile:
16
<PAGE>
- ----------------------------- ---------------------------
ANDREW M. SCHOUN LINDA PARK
Address for Notices: Address for Notices:
150 Columbus Ave., #23D 14954 Corona Del Mar
New York, NY 10023 Pacific Palisades, CA 90272
Telephone: Telephone:
Facsimile: Facsimile:
- ----------------------------- ---------------------------
DOUGLAS S. FRANKEL ROBBIE LEE
Address for Notices: Address for Notices:
833 17th Street, #3 6840 District Blvd.
Santa Monica, CA 90403 Bakersfield, CA 93313
Telephone: Telephone:
Facsimile: Facsimile:
17
<PAGE>
- ----------------------------- ---------------------------
KENNY ELDRIDGE JEFFREY S. AMLING
Address for Notices: Address for Notices:
11255 SW 93rd Court 207 Jamaica Lane
Miami, FL 33176 Palm Beach, FL 33480
Telephone: Telephone:
Facsimile: Facsimile:
- ----------------------------- ---------------------------
CHARLES CAREY DAVID JACOBS
Address for Notices: Address for Notices:
70 Woodland Road 155 East 31st Street, Apt. 10K
Maplewood, NJ 07040 New York, NY 10016
Telephone: Telephone:
Facsimile: Facsimile:
18
<PAGE>
- ----------------------------- ---------------------------
SCOTT WIELER HOWARD LOEWENBERG
Address for Notices: Address for Notices:
811 St. Georges Road 8523 Huntspring Drive
Baltimore, MD 21210 Lutherville, MD 21093
Telephone: Telephone:
Facsimile: Facsimile:
- ----------------------------- ---------------------------
DREW MARCUS DOUG MITCHELSON
Address for Notices: Address for Notices:
47 Birchtree Lane 141 East 56th Street, Apt. 9H
Greenwich, CT 06830 New York, NY 10019
Telephone: Telephone:
Facsimile: Facsimile:
19
<PAGE>
EXHIBIT F
(Exhibit A to Shareholders Agreement)
NATIONAL MEDIA CORPORATION
IRREVOCABLE PROXY
The undersigned hereby grants to Temporary Media Co., LLC, a Delaware
limited liability company ("TMC"), an irrevocable proxy, with full power of
substitution, to vote, or to execute and deliver written consents or
otherwise act with respect to, all shares of capital stock (the "Stock") of
National Media Corporation ("NMC") now owned or hereafter acquired by the
undersigned as fully, to the same extent and with the same effect as the
undersigned might or could do under any applicable laws or regulations
governing the rights and powers of stockholders of a Delaware corporation in
connection with the election of directors of NMC. The undersigned hereby
affirms that this proxy is given as a condition of that certain Shareholders
Agreement dated as of October 23, 1998, between the undersigned, NMC, TMC and
others and as such is coupled with an interest and is irrevocable. This
proxy shall expire at 5:00 p.m. Pacific Time on October 26, 1999. All
proxies heretofore given are hereby revoked. Neither the death nor
incapacity of the undersigned nor any transfer or assignment of any Stock
shall cause a revocation of this proxy.
THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE
AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this 23rd day of October, 1998.
------------------------------------
(Signature of Stockholder)
