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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12
NATIONAL MEDIA CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (set forth the amount on which the
filing fee is calculated and state how it was determined)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]
NATIONAL MEDIA CORPORATION
15821 VENTURA BOULEVARD
5TH FLOOR
LOS ANGELES, CALIFORNIA 91436
January 25, 1999
DEAR FELLOW STOCKHOLDER:
On behalf of the Board of Directors, I am pleased to invite you to attend a
special meeting of stockholders of National Media Corporation (the "Company") to
be held on Thursday, February 25, 1999, at 10:00 a.m., at the offices of the
Company at 15821 Ventura Boulevard, 5th Floor, Los Angeles, California 91436.
At the special meeting, stockholders will vote upon a proposal to change the
Company's name from National Media Corporation to E4L, Inc. The proxy statement
describes in detail the proposed name change. I encourage you to read the proxy
carefully.
I am delighted you have chosen to invest in the Company and hope that,
whether or not you plan to attend the special meeting, you will vote as soon as
possible by completing, signing and returning the enclosed proxy card in the
envelope provided. The prompt return of your proxy will save expenses involved
in further communications. Your vote is important. Voting by written proxy will
ensure your representation at the special meeting if you do not attend in
person.
I look forward to seeing you at the special meeting.
Very truly yours,
[signature]
Stephen C. Lehman
Chairman of the Board
and Chief Executive Officer
<PAGE>
[LOGO]
NATIONAL MEDIA CORPORATION
15821 VENTURA BOULEVARD
5TH FLOOR
LOS ANGELES, CALIFORNIA 91436
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 25, 1999
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the "Special
Meeting") of National Media Corporation, a Delaware corporation (the "Company"),
will be held on Thursday, February 25, 1999 at 10:00 a.m. at the offices of the
Company at 15821 Ventura Boulevard, 5th Floor, Los Angeles, California 91436,
for the following purposes:
1. To consider and vote upon a proposal to amend the Company's Certificate of
Incorporation to change the name of the Company to E4L, Inc.
2. To transact such other business as may properly come before the Special
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on January 21, 1999
as the record date for determining the stockholders entitled to receive notice
of and to vote, either in person or by proxy, at the Special Meeting and at any
and all adjournments or postponements thereof.
Management welcomes your attendance at the Special Meeting. WHETHER OR NOT
YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, YOU ARE REQUESTED TO
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPE. The prompt return of your proxy will save expenses
involved in further communications. Your proxy will not affect your right to
vote in person if you attend the Special Meeting. Failure to return a properly
executed proxy card or failure to vote in person at the Special Meeting will
have the same effect as a vote against the proposal set forth in the Proxy
Statement.
By Order of the Board of Directors
[signature]
Daniel M. Yukelson
Executive Vice President/Finance,
Chief Financial Officer
and Secretary
Los Angeles, California
January 25, 1999
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY
AND MAIL IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID RETURN ENVELOPE.
<PAGE>
[LOGO]
NATIONAL MEDIA CORPORATION
15821 VENTURA BOULEVARD
5TH FLOOR
LOS ANGELES, CALIFORNIA 91436
------------------------
PROXY STATEMENT
------------------------
The enclosed proxy is solicited by the Board of Directors of National Media
Corporation, a Delaware corporation (the "Company"), for use at a special
meeting of stockholders of the Company (the "Special Meeting") to be held on
Thursday, February 25, 1999, at 10:00 a.m. at the offices of the Company at
15821 Ventura Boulevard, 5th Floor, Los Angeles, California 91436 or at any
adjournments or postponements thereof. This Proxy Statement and accompanying
proxy are first being mailed to the Company's stockholders on or about January
25, 1999.
VOTING AT THE SPECIAL MEETING; REVOCATION OF PROXIES
The Board of Directors has fixed the close of business on January 21, 1999
as the record date (the "Record Date") for determining the stockholders entitled
to notice of and to vote at the Special Meeting. As of the Record Date there
were (i) 30,450,988 shares of common stock, par value $.01 per share ("Common
Stock") issued and outstanding, each of which is entitled to one vote as to all
matters to be acted upon at the Special Meeting; (ii) 5,000 shares of Series B
Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock") issued and outstanding, each of which is entitled to 14.8 votes per
share as to all matters to be voted upon at the Special Meeting; and (iii)
20,000 shares of Series E Convertible Preferred Stock, par value $.01 per share
(the "Series E Preferred Stock" and, together with the Series B Preferred Stock,
the "Voting Preferred Stock"), each of which is entitled to 666 votes per share
as to all matters to be voted upon at the Special Meeting. The presence, in
person or by properly executed proxy, of the holders of a majority of the Common
Stock and the Voting Preferred Stock entitled to vote at the Special Meeting is
necessary to constitute a quorum at the Special Meeting. Only stockholders of
record at the close of business on the Record Date will be entitled to vote at
the Special Meeting or at any adjournments or postponements thereof.
Shares of Common Stock and Voting Preferred Stock represented at the Special
Meeting in person or by proxy will be counted for the purposes of determining
whether a quorum is present at the Special Meeting. Shares which abstain from
voting as to a particular matter will be treated as shares that are present and
entitled to vote at the Special Meeting for purposes of determining whether a
quorum exists, but will not be counted as votes cast on such matter. If a broker
or nominee holding stock in "street name" indicates on a proxy that it does not
have discretionary authority to vote as to a particular matter ("broker
non-votes"), those shares will be treated as present and entitled to vote at the
Special Meeting for purposes of determining whether a quorum exists, but will
not be counted as votes cast on such matter. Further, abstentions (but not
broker non-votes) will have the same effect as votes against approval of the
proposal set forth in this Proxy Statement.
On all matters presented to the Company's stockholders for a vote at the
Special Meeting, the Common Stock and the Voting Preferred Stock will vote as a
single class. All shares of Common Stock and Voting Preferred Stock which are
entitled to vote and are represented at the Special Meeting by properly executed
proxies received prior to or at the Special Meeting, and not revoked, will be
voted at the Special Meeting in accordance with the instructions indicated on
such proxies. If no instructions are indicated
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(other than in the case of broker non-votes), such proxies will be voted for
approval and adoption of the proposal set forth in this Proxy Statement.
The Board of Directors does not intend to bring any matter before the
Special Meeting other than the matter specifically referred to in the notice of
the Special Meeting, nor does the Board of Directors know of any other matter
which anyone else proposes to present for action at the Special Meeting.
However, if any other matter is properly brought before the Special Meeting, the
persons named in the accompanying proxy or their duly constituted substitutes
acting at the Special Meeting will be deemed authorized to vote or otherwise act
thereon in accordance with their judgment on such matter. Proxies indicating a
vote against the proposal contained herein may not be voted by the persons
indicated in the accompanying proxy or their duly constituted substitutes for
adjournment of the Special Meeting for the purpose of giving management
additional time to solicit votes to approve such proposals.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Company, at or before the taking of a vote at the
Special Meeting, a written notice of revocation bearing a later date than the
proxy, (ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Secretary of the Company before the taking of a vote at the
Special Meeting or (iii) attending the Special Meeting and voting in person
(although attendance at the Special Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice of revocation or subsequent proxy
should be sent to National Media Corporation, 15821 Ventura Boulevard, 5th
Floor, Los Angeles, California 91436, Attention: Corporate Secretary, or hand
delivered to the Corporate Secretary of the Company at or before the taking of
the vote at the Special Meeting.
Enclosed herewith are WHITE proxy card(s) for use by holders of the
Company's Common Stock, WHITE proxy card(s) with a BLUE STRIPE for use by the
holder of the Series B Preferred Stock and/or WHITE proxy card(s) with a GREEN
STRIPE for use by the holders of the Series E Preferred Stock. Properly executed
proxies will be voted in accordance with the instructions therein. In the
absence of instruction, the shares of Common Stock and Voting Preferred Stock
represented at the Special Meeting by the enclosed proxy will be voted FOR the
proposal set forth herein.
SOLICITATION OF PROXIES
All expenses of the Company's solicitation of proxies for the Special
Meeting will be borne by the Company. In addition to solicitation by use of the
mails, proxies may be solicited from the Company's stockholders by directors,
officers and employees of the Company in person or by telephone, telegram or
other means of communication. Such directors, officers and employees will not be
additionally compensated, but may be reimbursed for reasonable out-of-pocket
expenses in connection with such solicitation. The Company reserves the right to
retain a proxy solicitation firm for assistance in connection with the
solicitation of proxies for the Special Meeting, should the Board of Directors
deem such action prudent. Arrangements will also be made with brokerage houses,
custodians, nominees and fiduciaries for forwarding of proxy solicitation
materials to beneficial owners of shares held of record by such brokerage
houses, custodians, nominees and fiduciaries, and the Company will reimburse
such brokerage houses, custodians, nominees and fiduciaries for their reasonable
expenses incurred in connection therewith.
CHANGE IN CONTROL
On August 13, 1998, the Company announced the execution of definitive
agreements related to a transaction pursuant to which NM Acquisition Co., LLC
("ACO"), a Delaware limited liability company comprised of an investor group led
by Stephen C. Lehman, Eric R. Weiss and Daniel M. Yukelson, agreed to acquire a
substantial equity interest in, and operational control of, the Company through
an investment of a minimum of $30,000,000 (the "Transaction"). ACO is managed by
Temporary Media Co., LLC, a Delaware limited liability company ("TMC") of which
Messrs. Lehman, Weiss and Yukelson are the
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managing members. In connection with the execution of the definitive agreements
regarding the Transaction, ACO consummated the acquisition of 10,000 of the
Company's outstanding Series D Convertible Preferred Stock (the "Series D
Preferred Stock") along with an aggregate of 992,942 warrants (the "Series C
Warrants" and "Series D Warrants," and together with the Series D Preferred
Stock, the "Series D Securities") from the original holders of the Series D
Securities for an aggregate of $10 million. Upon consummation of the
acquisition, ACO, the original holders of the Series D Securities and the
Company agreed to eliminate the floating conversion price feature of the Series
D Preferred Stock and to certain restrictions regarding sales of the Series D
Securities.
On October 23, 1998, the Company announced the consummation of the
Transaction. In connection with the Transaction, ACO purchased from the Company,
for an additional $20,000,000, 20,000 shares of Series E Preferred Stock, which
shares are convertible into 13,333,333 shares of Common Stock. As part of the
Transaction, TMC was granted a five year option to purchase up to 212,500 shares
of Common Stock, subject to certain vesting requirements, at an exercise price
of $1.32 and warrants to purchase up to 3,762,500 shares of Common Stock at
exercise prices ranging from $1.32 to $3.00. Financing for the Transaction was
obtained through the private placement of equity interests in ACO. A portion of
the $20,000,000 was used to repay in full the Company's obligations to its
secured lender. The remainder of the funds was used to pay certain expenses of
the Transaction and for working capital purposes.
As of the closing of the Transaction, members of ACO and TMC beneficially
owned an aggregate of 26,619,854 shares of Common Stock (which included shares
of Common Stock underlying the Series E Preferred Stock, the Series D Preferred
Stock, the Series D Warrants and the Series C Warrants (collectively, the
"Securities")), along with the TMC options and TMC warrants set forth above,
which represented approximately 34% of the then outstanding Common Stock on a
fully diluted basis. Immediately following consummation of the Transaction, ACO
was dissolved and the Securities were distributed to the investor group pro rata
according to each person's membership interest in ACO. In connection with the
dissolution of ACO, each of its members granted TMC an irrevocable proxy to vote
his or her shares with regard to any election of Directors of the Company.
Pursuant to the terms of the Transaction, (i) the stockholders of the
Company elected Messrs. Lehman and Weiss and Andrew M. Schuon to the Company's
Board of Directors, (ii) each of Albert R. Dowden, William M. Goldstein,
Frederick S. Hammer, Robert N. Verratti and Jon W. Yoskin resigned from the
Board of Directors, effective October 23, 1998, (iii) the size of the Board of
Directors was reduced from nine to seven members and (iv) Stuart D. Buchalter,
David E. Salzman and Robert W. Crawford were appointed to the Board of
Directors. Following consummation of the Transaction, Mr. Lehman was appointed
Chairman of the Board and Chief Executive Officer, Mr. Weiss was appointed Vice
Chairman of the Board and Chief Operating Officer, John W. Kirby was appointed
President and Mr. Yukelson was appointed Executive Vice President/Finance and
Chief Financial Officer and Secretary of the Company.
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SECURITY OWNERSHIP OF MANAGEMENT
On January 21, 1999, there were outstanding and entitled to vote
approximately 30,450,988 shares of Common Stock, 5,000 shares of Series B
Preferred Stock (each of which is entitled to 14.8 votes on all matters expected
to be presented to the Company's stockholders at the Special Meeting), and
20,000 shares of Series E Preferred Stock (each of which is entitled to 666
votes on all matters expected to be presented to the Company's stockholders at
the Special Meeting). The following table sets forth certain information at
January 21, 1999 with respect to the beneficial ownership of shares of Common
Stock by (i) each existing Director, (ii) each executive officer of the Company
and (iii) all Directors and executive officers of the Company as a group. The
address for each such person is 15821 Ventura Boulevard, 5th Floor, Los Angeles,
California 91436.
<TABLE>
<CAPTION>
TOTAL NUMBER OF SHARES PERCENT OF COMMON PERCENT OF
OF COMMON STOCK STOCK TOTAL
BENEFICIALLY BENEFICIALLY VOTING
NAME(1) OWNED(2)(3) OWNED(4)(5) POWER(4)(6)
- ---------------------------------------------------------- ---------------------- ----------------- -----------
<S> <C> <C> <C>
Stuart D. Buchalter....................................... 5,000 * *
Robert W. Crawford........................................ 5,000 * *
John W. Kirby............................................. 1,057,567 3.4% 2.4%
Stephen C. Lehman......................................... 5,068,093 14.3% 10.4%
David E. Salzman.......................................... 670,369 2.2% 1.5%
Andrew M. Schuon.......................................... 5,000 * *
Eric R. Weiss(7).......................................... 1,778,399 5.5% 3.9%
Daniel M. Yukelson........................................ 580,655 1.9% 1.3%
All executive officers and Directors as a group (8
persons)................................................ 9,170,083 23.3% 17.4%
</TABLE>
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* Less than 1%.
(1) To the Company's knowledge, except as noted below, each Director and
executive officer listed above has sole voting and investment power (with
his spouse, in certain circumstances) with respect to all shares indicated
as beneficially owned by such Director or executive officer.
(2) Includes shares which may be acquired upon the exercise of immediately
exercisable outstanding employee stock options in accordance with Rule 13d-3
under the Exchange Act as follows: Mr. Buchalter: 5,000; Mr. Crawford:
5,000; Mr. Kirby: 330,000; Mr. Lehman: 125,000; Mr. Salzman: 5,000; Mr.
Schuon: 5,000; Mr. Weiss: 75,000; and Mr. Yukelson: 12,500.
(3) Includes shares which may be acquired upon the exercise of immediately
exercisable warrants in accordance with Rule 13d-3 under the Exchange Act as
follows: Mr. Kirby: 112,579; Mr. Lehman: 2,010,641; Mr. Salzman: 27,010; Mr.
Weiss: 481,517; and Mr. Yukelson: 323,803.
(4) All percentages are rounded to the nearest tenth of a percent.
(5) Based on 30,450,988 shares issued and outstanding as of January 21, 1999, as
determined in accordance with Rule 13d-3.
(6) Based on 43,858,371 shares issued and outstanding as of January 21, 1999,
which assumes conversion of all outstanding shares of Voting Preferred
Stock, as determined in accordance with Rule 13d-3.
(7) Includes shares of Common Stock held by the Eric R. Weiss Charitable
Remainder Trust.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information at January 21, 1999 with
respect to each person other than those listed under "Security Ownership of
Management," known by the Company to beneficially own more than 5% of the Common
Stock as determined in accordance with Rule 13d-3. The information set forth
below is derived, without independent investigation on the part of the Company,
from the most recent filings made by such persons on Schedule 13D and Schedule
13G pursuant to Rule 13d-3. RGC Capital Investors LDC and Capital Ventures
International each own shares of Series D Preferred Stock and warrants which
may, in certain circumstances, be converted into or exercised for a number of
shares of Common Stock in excess of 4.9% of the number of outstanding shares of
Common Stock.
<TABLE>
<CAPTION>
TOTAL NUMBER
OF SHARES OF PERCENT PERCENT OF
SERIES E COMMON STOCK COMMON STOCK TOTAL
COMMON PREFERRED BENEFICIALLY BENEFICIALLY VOTING
STOCK(2) STOCK OWNED(3) OWNED(4)(5) POWER(4)(6)
---------- ----------- ------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Gruber & McBaine Capital..................... 3,555,633 1,742.8 4,717,500 13.4% 9.7%
Management, L.L.C.(7)
Jon D. Gruber
Lagunitas Partners, L.P.
GMJ Investments, L.P.
50 Osgood Place Penthouse
San Francisco, California 94133
Jacor Communications Company................. 3,672,138 6,971 8,319,472 21.5% 15.9%
50 East River Center Boulevard,
12th Floor
Covington, Kentucky 41011
McCullough, Andrews.......................... 1,861,632 0 1,861,632 6.1% 4.2%
& Cappiello, Inc. (8)
101 California Street
Suite 4250
San Francisco, California 94111
Safeguard Scientifics, Inc.(9)(10)(11)....... 3,672,260 0 3,672,260 10.8% 7.7%
800 The Safeguard Building
435 Devon Park Drive
Wayne, Pennsylvania 19087
</TABLE>
- ------------------------
(1) To the Company's knowledge, except as otherwise indicated in the footnotes
to this table, each of the persons named in this table has sole voting and
investment power with respect to all shares of Common Stock reported as
beneficially owned by such person.
(2) In accordance with Rule 13d-3, includes shares which may be acquired upon
the exercise of immediately exercisable outstanding stock options and
warrants and upon conversion of Series D Preferred Stock.
(3) In accordance with Rule 13d-3, includes shares of Common Stock issuable upon
the conversion of Voting Preferred Stock.
(4) All percentages are rounded to the nearest tenth of a percent.
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(5) Based on 30,450,988 shares issued and outstanding as of January 21, 1999, as
determined in accordance with Rule 13d-3.
(6) Based on 43,858,371 shares issued and outstanding as of January 21, 1999,
which assumes conversion of all outstanding shares of Voting Preferred
Stock, as determined in accordance with Rule 13d-3.
(7) Based on information contained in Schedule 13D dated November 3, 1998.
Gruber and McBaine Capital Management, L.L.C. (the "LLC") is an investment
adviser. Messrs. Gruber & McBaine are the managers of the LLC. Lagunitas
Partners, L.P. and GMJ Investments, L.P. are investment limited
partnerships. LLC is the general partner of the investment limited
partnerships.
(8) Based on information contained in a Schedule 13G dated February 17, 1998.
McCullough, Andrews & Cappiello, Inc. have sole voting and dispositive power
with respect to 17,232 shares of Common Stock and shared voting and
dispositive power with respect to 1,844,400 shares of Common Stock.
(9) Based on a Statement of Changes in Beneficial Ownership on Form 4 filed by
Safeguard Scientifics, Inc. ("Safeguard") on December 30, 1998.
(10) Includes shares which may be acquired upon the exercise of immediately
exercisable warrants in accordance with Rule 13d-3 under the Exchange Act.
(11) All shares listed as beneficially owned by Safeguard are held in the name
of Safeguard Scientifics (Delaware), Inc. ("SSD"). SSD is a wholly owned
subsidiary of Safeguard. Safeguard and SSD each have shared voting and
investment power with respect to such shares.
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PROPOSAL I
APPROVAL OF AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO EFFECT NAME CHANGE
On January 7, 1999, the Board of Directors unanimously adopted a resolution
that would amend the Company's Certificate of Incorporation to change the
Company's name to E4L, Inc., subject to approval of the Company's stockholders.
The Company desires to change the name of the Company from National Media
Corporation to E4L, Inc. in order to align the Company's name with the new
marketplace for its products, the Internet, and to emphasize the expansion of
the Company's marketing methods and product distribution to include electronic
commerce, its membership-based shopping club, as well as transactional
television/infomercials.
If approved by the stockholders at the Special Meeting, the new name will
become effective upon the filing of an amendment to the Company's Certificate of
Incorporation with the Department of State of the State of Delaware. The change
of corporate name will be accomplished by amending Article First of the
Company's Certificate of Incorporation to read as follows:
"First: The name of the corporation is E4L, Inc."
The change in corporate name will not affect the validity or transferability
of stock certificates presently outstanding, and the Company stockholders will
not be required to exchange stock certificates to reflect the new name.
Stockholders should keep the certificates they now hold, which will continue to
be valid, and should not send them to the Company or its transfer agent.
If the name change is approved, the Company's trading symbol on the New York
Stock Exchange, the Philadelphia Stock Exchange and the Chicago Board of Options
Exchange will be changed from "NM" to "ETV."
If there exists any circumstance which would make consummation of the name
change inadvisable in the judgment of the Board of Directors, the proposal to
amend the Certificate of Incorporation may be terminated by the Board of
Directors either before or after approval of the name change by the
stockholders.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of the holders of a majority of the shares of Common
Stock and Voting Preferred Stock entitled to notice of, and to vote at, the
Special Meeting, voting as a single class on an as converted basis, is required
to adopt the proposal to amend the Certificate of Incorporation to change the
name of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO
AMEND THE CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO E4L,
INC.
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OTHER STOCKHOLDER MATTERS
STOCKHOLDER PROPOSALS FOR THE COMPANY'S NEXT ANNUAL MEETING OF STOCKHOLDERS
Any stockholder who intends to present a proposal for consideration at the
Company's next annual meeting of stockholders intended to occur on or about
August 31, 1999 must submit his or her proposal to the Company on or before May
2, 1999 in order to have the Company consider the inclusion of such proposal in
the Company's Proxy Statement and form of proxy relating to such annual meeting.
Reference is made to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, for information concerning the content and form of such proposal and
the manner in which such proposal must be made. Notice of proposals of
stockholders submitted outside of the process of Rule 14a-8 is considered
untimely if such notice is not received by the Company within a reasonable time
before it mails its 1999 proxy statement and form of proxy.
OTHER BUSINESS
The Board of Directors is not aware of any other matters that may be brought
before the Special Meeting. If other matters not now known come before the
Special Meeting, the persons named in the accompanying form of proxy or their
substitutes will vote such proxy in accordance with their judgment.
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NATIONAL MEDIA CORPORATION
COMMON STOCK PROXY
This Proxy is solicited on behalf of the Board of Directors
I hereby constitute and appoint Stephen C. Lehman and Daniel M. Yukelson,
and each of them acting individually, my true and lawful agents and proxies,
with full power of substitution in each, to vote all shares of Common Stock held
of record by me at the Special Meeting of Stockholders of National Media
Corporation to be held on February 25, 1999 and any adjournments or
postponements thereof. I direct said proxies to vote as specified on the reverse
side.
Unless otherwise specified, all shares will be voted for the proposal to be
acted upon at the Special Meeting. This Proxy also delegates discretionary
authority to vote with respect to any other business which may properly come
before the Special Meeting or any adjournment or postponement thereof.
Please mark, sign, date and return the Proxy Card promptly.
1. Proposal I, to approve an amendment to National Media Corporation's
Certificate of Incorporation to change the name of National Media
Corporation to E4L, Inc.
FOR AGAINST ABSTAIN
/ / / / / /
The undersigned hereby revokes all previous proxies for the Special Meeting and
acknowledges receipt of the Notice of Meeting and Proxy Statement of National
Media Corporation.
Date: , 1999
-----------------------------
----------------------------------------
----------------------------------------
By:
-------------------------------------
NOTE: Please sign this proxy exactly as name(s) appear in address.
When signing as attorney-in-fact, executor, administrator,
trustee or guardian, please add your title as such.
<PAGE>
NATIONAL MEDIA CORPORATION
SERIES B CONVERTIBLE PREFERRED STOCK PROXY (BLUE STRIPE)
This Proxy is solicited on behalf of the Board of Directors
I hereby constitute and appoint Stephen C. Lehman and Daniel M. Yukelson,
and each of them acting individually, my true and lawful agents and proxies,
with full power of substitution in each, to vote all shares of Series B
Convertible Preferred Stock held of record by me at the Special Meeting of
Stockholders of National Media Corporation to be held on February 25, 1999 and
any adjournments or postponements thereof. I direct said proxies to vote as
specified on the reverse side.
Unless otherwise specified, all shares will be voted for the proposal to be
acted upon at the Special Meeting. This Proxy also delegates discretionary
authority to vote with respect to any other business which may properly come
before the Special Meeting or any adjournment or postponement thereof.
Please mark, sign, date and return the Proxy Card promptly.
1. Proposal I, to approve an amendment to National Media Corporation's
Certificate of Incorporation to change the name of National Media
Corporation to E4L, Inc.
FOR AGAINST ABSTAIN
/ / / / / /
The undersigned hereby revokes all previous proxies for the Special Meeting and
acknowledges receipt of the Notice of Meeting and Proxy Statement of National
Media Corporation.
Date: , 1999
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----------------------------------------
By:
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NOTE: Please sign this proxy exactly as name(s) appear in address.
When signing as attorney-in-fact, executor, administrator,
trustee or guardian, please add your title as such.
<PAGE>
NATIONAL MEDIA CORPORATION
SERIES E CONVERTIBLE PREFERRED STOCK PROXY (GREEN STRIPE)
This Proxy is solicited on behalf of the Board of Directors
I hereby constitute and appoint Stephen C. Lehman and Daniel M. Yukelson,
and each of them acting individually, my true and lawful agents and proxies,
with full power of substitution in each, to vote all shares of Series E
Convertible Preferred Stock held of record by me at the Special Meeting of
Stockholders of National Media Corporation to be held on February 25, 1999 and
any adjournments or postponements thereof. I direct said proxies to vote as
specified on the reverse side.
Unless otherwise specified, all shares will be voted for the proposal to be
acted upon at the Special Meeting. This Proxy also delegates discretionary
authority to vote with respect to any other business which may properly come
before the Special Meeting or any adjournment or postponement thereof.
Please mark, sign, date and return the Proxy Card promptly.
1. Proposal I, to approve an amendment to National Media Corporation's
Certificate of Incorporation to change the name of National Media
Corporation to E4L, Inc.
FOR AGAINST ABSTAIN
/ / / / / /
The undersigned hereby revokes all previous proxies for the Special Meeting and
acknowledges receipt of the Notice of Meeting and Proxy Statement of National
Media Corporation.
Date: , 1999
-----------------------------
----------------------------------------
----------------------------------------
By:
-------------------------------------
NOTE: Please sign this proxy exactly as name(s) appear in address.
When signing as attorney-in-fact, executor, administrator,
trustee or guardian, please add your title as such.
