<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
NATIONAL MEDIA CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
636919102
(CUSIP Number)
R. Christopher Weber
Senior Vice President, Chief Financial Officer and Secretary
Jacor Communications Company
50 East RiverCenter Boulevard, 12th Floor
Covington, Kentucky 41011
(606) 655-2267
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1 (e), 240.13d-1 (f) or
240.13d-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 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
CUSIP NO. 636919102
1. NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of Above Persons
Jacor Communications Company
59-2054850
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) X
____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC, OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES N/A
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,319,472 (See Items 5 and 6)
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH N/A
10. SHARED DISPOSITIVE POWER
8,319,472 (See Items 5 and 6)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,319,472 (See Items 5 and 6)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6% of Common Stock
14. TYPE OF REPORTING PERSON*
CO, HC
*(See Instructions)
2
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ITEM 1. SECURITY AND ISSUER
The name of the issuer is National Media Corporation, a Delaware
corporation (the "Company"). The address of the principal executive offices
of the Company is 1581 Ventura Boulevard, Suite 570, Encino, California
91416. The class of the Company's securities to which this Schedule 13D
relates is its Common Stock, par value $0.01 per share ("Common Stock").
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) Jacor Communications Company ("JCC") is a Florida
corporation and is a wholly owned subsidiary of Jacor Communications, Inc., a
Delaware corporation ("Jacor"). Both JCC and Jacor have their principal
executive offices located at 50 East RiverCenter Boulevard, 12th Floor,
Covington, Kentucky 41011. Jacor is the nation's second largest radio company
measured by total stations. As of October 8, 1998, including announced
pending acquisitions, Jacor owns, operates or represents 230 radio stations
in 55 broadcast areas and WKRC-TV in Cincinnati. Additionally, Jacor and its
wholly owned subsidiary, Premiere Radio Networks, combine to form the third
largest provider of syndicated radio programming in the country, syndicating
the nation's leading radio talk shows which include The Rush Limbaugh Show,
The Dr. Laura Schlessinger Show, Dr. Dean Edell and Art Bell's overnight
programs, "Dreamland" and "Coast to Coast." Jacor also owns NSN Network
Services, a satellite systems integration company that provides design,
communications technology and support to establish and maintain global
satellite connectivity to companies worldwide.
The name, business address and principal occupation of each director
of JCC are as follows:
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation
- ------------------------- ---------------------
<S> <C>
R. Christopher Weber Senior Vice President, Chief Financial Officer and
50 East RiverCenter Boulevard Assistant Secretary of Jacor
12th Floor
Covington, KY 41011
Jon M. Berry Senior Vice President and Treasurer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
</TABLE>
3
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The name, business address and principal occupation of each
executive officer of JCC are as follows:
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation
- ------------------------- ---------------------
<S> <C>
Randy Michaels Chief Executive Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Robert L. Lawrence President and Chief Operating Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
R. Christopher Weber Senior Vice President, Chief Financial Officer
50 East RiverCenter Boulevard and Assistant Secretary of Jacor
12th Floor
Covington, KY 41011
Jon M. Berry Senior Vice President and Treasurer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
David H. Crowl President/Radio Division of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Paul F. Solomon Senior Vice President, General Counsel and
50 East RiverCenter Boulevard Secretary of Jacor
12th Floor
Covington, KY 41011
Jerome L. Kersting Senior Vice President of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
</TABLE>
Jacor is the parent holding company of JCC. Zell/Chilmark Fund L.P.,
a Delaware limited partnership (the "Zell/Chilmark"), is a controlling person
of Jacor. The sole general partner of Zell/Chilmark is ZC Limited
Partnership, an Illinois limited partnership ("ZC Limited"). The sole general
partner of ZC Limited is ZC Partnership, a Delaware general partnership
("ZC"). ZC's general partners are ZC, Inc., an Illinois corporation ("ZCI")
and CZ, Inc., a Delaware corporation ("CZI").
ZCI is wholly owned and controlled by Samuel Zell. Samuel Zell, as
trustee of the Samuel Zell Revocable Trust dated January 17, 1990 (the "SZ
Trust"), is the sole shareholder of ZCI. Mr. Zell is also the beneficiary of
the SZ Trust. CZI is wholly owned and controlled by David M. Schulte, its
sole shareholder.
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The principal executive offices of Zell/Chilmark, ZC Limited, ZC and
ZCI are located at Two North Riverside Plaza, Chicago, IL 60606. The
principal executive offices of CZI are located at 875 North Michigan Avenue,
Chicago, Illinois 60611.
The name, business address and principal occupation of each director
of Jacor are as follows:
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation
- ------------------------- ---------------------
<S> <C>
John W. Alexander President of Mallard Creek Capital Partners, Inc.,
229 N. Church Street primarily an investment company with investments
Suite 200 in real estate and development companies; Partner
Charlotte, NC 28202 of Meringoff Equities, a real estate and investment
company; Trustee of Equity Residential Properties
Trust, a real estate investment trust
Peter C.B. Bynoe Partner in the Chicago-based law firm of
203 N. LaSalle Street Rudnick & Wolfe
Chicago, IL 60601
Rod F. Dammeyer Managing Director of EGI Corporate Investments,
Two North Riverside Plaza a division of Equity Group Investments, Inc., a
Chicago, IL 60606 privately owned investment and management
company
F. Philip Handy Managing Director of EGI Corporate Investments,
200 E. New England Avenue a division of Equity Group Investments, Inc., a
P.O. Box 3090 privately owned investment and management
Winter Park, FL 32790 company
Marc Lasry Executive Vice President of Amroc Investments,
335 Madison Avenue Inc., a private investment firm
26th Floor
New York, NY 10017
Robert L. Lawrence President and Chief Operating Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Randy Michaels Chief Executive Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
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Sheli Z. Rosenberg President and Chief Executive Officer of Equity
Two North Riverside Plaza Group Investments, Inc., a privately owned
Chicago, IL 60606 investment and management company; Vice Chair
of Jacor
Mary Agnes Wilderotter President and Chief Executive Officer of Wink
1001 Marina Village Pkwy. Communications Inc., a leading interactive media
Alameda, CA 94501 company
Samuel Zell Chairman of the Board of Equity Group Investments,
Two North Riverside Plaza Inc., a privately owned investment and management
Chicago, IL 60606 company; Chairman of Jacor
</TABLE>
The name, business address and principal occupation of each
executive officer of Jacor are as follows:
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation
- ------------------------- ---------------------
<S> <C>
Samuel Zell Chairman of the Board of Equity Group Investments,
Two North Riverside Plaza Inc., a privately owned investment and management
Chicago, IL 60606 company; Chairman of Jacor
Sheli Z. Rosenberg President and Chief Executive Officer of Equity
Two North Riverside Plaza Group Investments, Inc., a privately owned
Chicago, IL 60606 investment and management company; Vice Chair
of Jacor
Randy Michaels Chief Executive Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Robert L. Lawrence President and Chief Operating Officer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
David H. Crowl President/Radio Division of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
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R. Christopher Weber Senior Vice President, Chief Financial Officer and
50 East RiverCenter Boulevard Assistant Secretary of Jacor
12th Floor
Covington, KY 41011
Jon M. Berry Senior Vice President and Treasurer of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
John Hogan Senior Vice President of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Jerome L. Kersting Senior Vice President of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Thomas P. Owens Senior Vice President- Programming of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Paul F. Solomon Senior Vice President, General Counsel and
50 East RiverCenter Boulevard Secretary of Jacor
12th Floor
Covington, KY 41011
Jay Meyers Senior Vice President of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Pamela C. Taylor Senior Vice President- Corporate Communications
50 East RiverCenter Boulevard of Jacor
12th Floor
Covington, KY 41011
Martin R. Gausvick Vice President- Finance of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
Alfred Kenyon III Vice President- Engineering of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
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Nicholas Jan Miller Vice President- Marketing of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
William P. Suffa Vice President- Strategic Development of Jacor
50 East RiverCenter Boulevard
12th Floor
Covington, KY 41011
</TABLE>
The name, business address, principal occupation and position with
ZCI of each director and executive officer of ZCI are as follows:
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation and Position with ZCI
- ------------------------- ------------------------------------------
<S> <C>
Samuel Zell Chairman of the Board of Equity Group Investments,
Two N. Riverside Plaza Inc., a privately owned investment and management
Chicago, IL 60606 company; Sole director and President of ZCI
Sheli Z. Rosenberg President and Chief Executive Officer of Equity
Two N. Riverside Plaza Group Investments, Inc., a privately owned
Chicago, IL 60606 investment and management company; Vice
President of ZCI
Arthur A. Greenberg Principal of the accounting firm of Arthur A.
Two N. Riverside Plaza Greenberg, CPA; Vice President and Treasurer of
Chicago, IL 60606 ZCI
Rod F. Dammeyer Managing Director of EGI Corporate Investments,
Two N. Riverside Plaza a division of Equity Group Investments, Inc., a
Chicago, IL 60606 privately owned investment and management
company; Vice President of ZCI
Donald J. Liebentritt Principal in the law firm of Rosenberg & Liebentritt,
Two N. Riverside Plaza P.C. and Executive Vice and General Counsel of
Chicago, IL 60606 Equity Group Investments, Inc., a privately owned
investment and management company; Vice
President of ZCI
</TABLE>
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The name, business address, principal occupation and position with
CZI of each director and executive officer of CZI are as follows:
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation and Position with ZCI
- ------------------------- ------------------------------------------
<S> <C>
David M. Schulte Managing general partner of Chilmark Partners,
875 N. Michigan Avenue L.P., a merchant banking firm that specializes in
Chicago, IL 60611 providing corporate and investment banking
advice to companies on the restructuring
of their businesses in conjunction with
recapitalizations; Sole director, President, Secretary
and Treasurer of CZI
Joel S. Friedland General partner of Chilmark Partners, L.P.; Vice
875 N. Michigan Avenue President and Assistant Secretary of CZI
Chicago, IL 60611
Matthew Rosenberg General partner of Chilmark Partners, L.P.;
875 N. Michigan Avenue Vice President and Assistant Secretary of CZI
Chicago, IL 60611
</TABLE>
(d) -(e) During the last five years, neither JCC, nor to the best of
JCC's knowledge, Jacor, the Zell/Chilmark, ZC Limited, ZC, ZCI, CZI or any of
the directors or executive officers of JCC, Jacor, the Zell/Chilmark, ZC
Limited, ZC, ZCI or CZI, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) All individuals described in this Item 2 are United States
citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
NM Acquisition Co., LLC, a Delaware limited liability company
("ACO"), was formed in July 1998. Pursuant to its Operating Agreement, ACO
was formed to purchase securities of the Company as set forth below in Item 4.
In August 1998, JCC subscribed to purchase a membership interest in
ACO for an aggregate purchase price of $10,000,000. The source of these funds
was from JCC's working capital.
As more fully described below in Item 4, ACO, upon its dissolution,
distributed the various securities of the Company described below in Item 5
to JCC.
ITEM 4. PURPOSE OF TRANSACTION
On August 11, 1998, ACO entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with the Company pursuant to which ACO would,
subject to the satisfaction of certain
9
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conditions including approval by the stockholders of the Company, purchase
from the Company a minimum of 20,000 and a maximum of 22,000 shares of the
Company's Series E Convertible Preferred Stock ("Series E Stock"), for a
minimum aggregate purchase price of $20,000,000 and a maximum aggregate
purchase price of $22,000,000.
On August 12, 1998, pursuant to a Letter Agreement (the "Letter
Agreement") with the Company, Capital Ventures International, a Cayman
Islands partnership, and RGC International Investors, LDC, a Cayman Islands
limited duration company, ACO purchased: (i) 10,000 shares of the Company's
Series D Convertible Preferred Stock ("Series D Stock"); and warrants
("Warrants") to purchase up to 992,942 shares of Common Stock, for an
aggregate purchase price of $10,000,000.
The purpose of the transactions described above was to: (i) cause
ACO to acquire additional securities of the Company and thereby cause ACO to
acquire a controlling interest in the Company, (ii) have the Company adopt a
Certificate of Designations, Preferences and Rights of the Series E Stock,
(iii) allow ACO to have the right to appoint a majority of the Directors of
the Company and reduce the number of Directors to seven; (iv) appoint Stephen
C. Lehman as the Company's Chief Executive Officer; and (v) increase the
Company's issued and authorized capital stock to allow for the issuance and
conversion of the Series E Stock. The preceding descriptions of the Stock
Purchase Agreement and the Letter Agreement are not intended to be complete
and are qualified in their entirety by reference to the full text of those
agreements. The Stock Purchase Agreement and the Letter Agreement are
exhibits hereto and their provisions are incorporated herein by reference.
On Friday, October 23, 1998, after the approval of the transaction
by the stockholders of the Company, ACO completed its purchase of 20,000
shares of Series E Stock from the Company pursuant to the Stock Purchase
Agreement. Also on October 23, 1998, ACO, pursuant to its Operating
Agreement, dissolved and distributed in kind the securities of the Company
held by it to its members, including the securities listed below in Item 5 to
JCC.
Except as described above, JCC has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The percentages of outstanding Common Stock of the Company reported
in this Item 5 are based on an amount of 25,466,937 shares of Common Stock
outstanding, which is the number of shares of Common Stock outstanding as of
September 18, 1998, as set forth in the Company's Definitive Proxy Statement
filed with the Securities and Exchange Commission on September 23, 1998. As
to each item below, the number of outstanding shares of Common Stock has been
increased to reflect the issuance of additional shares of Common Stock
pursuant to a conversion by JCC of that particular security.
(a) JCC may be deemed to be the beneficial owner of 8,319,472 shares
of Common Stock, which would be 24.6% of the shares of Common Stock, as
follows:
(i) JCC holds 3,561.2 shares of the Company's Series D
Stock, which (after the satisfaction or waiver of
certain conditions contained in the Shareholders
Agreement) could be converted into 3,318,532.3 shares
of Common Stock, or 11.5% of the shares of Common Stock;
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(ii) JCC holds 6,971 shares of the Company's Series E
Stock, which (after the satisfaction or waiver of
certain conditions contained in the Shareholders
Agreement) could be converted into 4,647,333.3 shares
of Common Stock, or 15.4% of the shares of Common Stock; and
(iii) JCC holds 353,606 Warrants to purchase shares of the
Company's Common Stock which (after the satisfaction
or waiver of certain conditions contained in the
Shareholders Agreement) could be exercised for up to
353,606 shares of Common Stock, or 1.4% of the shares
of Common Stock.
(b) The Shareholders Agreement described below in Item 6 restricts
JCC's ability to dispose of securities of the Company held by it. Also,
pursuant to the Shareholders Agreement, JCC has granted an irrevocable proxy
to Temporary Media Co., LLC, a Delaware limited liability company ("TMC"),
with respect to all shares of capital stock of the Company owned by JCC.
Therefor, JCC has only a shared power to vote or direct the vote or dispose
or direct the disposition of the 8,319,472 shares of Common Stock (24.6% of
the outstanding shares of Common Stock) deemed to be held by it. The
descriptions of the Shareholders Agreement contained herein are not intended
to be complete and are qualified in their entirety by reference to the full
text of the Shareholders Agreement, which is an exhibit hereto and is
incorporated herein by reference.
TMC's principal office is located at 15821 Ventura Boulevard, Suite
570, Encino, California 91436 and its principal business is the provision of
management consulting services to the Company. To the best of JCC's
knowledge, during the last five years, neither TMC nor any of the directors
or executive officers of TMC have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(c) None, except as disclosed in Items 3 and 4 above.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to ACO's Operating Agreement and as a condition for the
dissolution of ACO and the distribution of the Company's securities to JCC,
JCC entered into the Shareholders' Agreement dated as of October 23, 1998
(the "Shareholders Agreement") with the Company and all of the other members
of ACO. The Shareholders Agreement restricts JCC's ability to sell or
transfer any of the Series D Stock, Series E Stock, Warrants or Common Stock
of the Company held by it and also restricts JCC's ability to convert or
exercise Series D Stock, Series E Stock or Warrants into Common Stock. Also
pursuant to the Shareholders Agreement, JCC has granted an irrevocable proxy
to TMC with respect to all shares of capital stock of the Company owned by
JCC. The descriptions of the Shareholders Agreement contained herein are not
intended to be complete and
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are qualified in their entirety by reference to the full text of the
Shareholders Agreement which is an exhibit hereto and is incorporated herein
by reference.
Please see Item 5 (b) above for information concerning TMC.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<S> <C>
Exhibit 1 Stock Purchase Agreement dated as of August 11, 1998 by and
between the Company and ACO. Incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K dated
August 13, 1998.*
Exhibit 2 Letter Agreement dated as of August 10, 1998 by and between
the Company, ACO, RGC International Investors, LDC and Capital
Ventures International. Incorporated by reference to Exhibit
10.4 to the Company's Current Report on Form 8-K dated
August 13, 1998.*
Exhibit 3 Shareholders' Agreement dated as of October 23, 1998 by and
among the Company, JCC and the other persons described on the
signature pages thereto.
Exhibit 4 Form of Irrevocable Proxy dated as of October 23, 1998 to be
executed by JCC and each other member of ACO. (Included as Exhibit
A to the Shareholders' Agreement).
</TABLE>
- -----------------------------
* Incorporated by reference.
12
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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.
JACOR COMMUNICATIONS COMPANY
By: /s/ R. Christopher Weber
--------------------------------------------
R. Christopher Weber, Senior Vice President,
Chief Financial Officer and Secretary
Date: November 2, 1998
13
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Exhibit 3
NATIONAL MEDIA CORPORATION
-------------------
SHAREHOLDERS' AGREEMENT
-------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
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
</TABLE>
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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:
1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the following meanings:
1.1 "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.
1.2 "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,
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(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.
2. RESTRICTIONS ON TRANSFER OF SHARES BY THE MEMBERS.
2.1 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.
2.2 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.
2.3 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.
2.4 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.
2.5 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.
2
<PAGE>
2.6 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.
3. 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.
4. LEGEND.
4.1 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) 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."
3
<PAGE>
4.2 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."
5. 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.
6. 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.
7. DISSOLUTION. The Members hereby agree to dissolve ACO in accordance
with and pursuant to Section 18-801 of the Delaware Limited Liability Company
Act.
8. 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.
Further, each and every Member understands that ACO will rely on the
representations contained in this Section 8 in
4
<PAGE>
connection with the distribution of the Investor Stock to its Members
following ACO's dissolution.
9. MISCELLANEOUS.
9.1 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.
9.2 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.
9.3 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.
9.4 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.
9.5 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.
9.6 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
5
<PAGE>
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 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.
9.7 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.
6
<PAGE>
9.8 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.
9.9 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.
9.10 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.
9.11 ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof.
9.12 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
7
<PAGE>
or threatened breach or to obtain specific 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
8
<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
9
<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
10
<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 Management
50 East River Center Boulevard, attn: Christine Arroyo
12th Floor 50 Osgood Place
Covington, KY 41011 San Francisco, CA 94133
Telephone: (606) 655-2267 Telephone: (415) 981-2101
Facsimile: (606) 655-9345 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
11
<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
12
<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)
13
<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)
14
<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:
15
<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:
16
<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:
17
<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:
18
<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:
19
<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:
20
<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:
21
<PAGE>
Exhibit A
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)
