UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
Outlet Communications, Inc.
------------------------------------------------
(Title of Class of Securities)
69011110
--------
(CUSIP Number)
Kenneth M. Socha, Esquire
Suite 610
1627 I Street, N.W.
Washington, D.C. 20008
(202) 452-0101
------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 2, 1995
-----------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box __.
Check the following box if a fee is being paid with the statement __.
Page 1 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
THE OCI TRUST
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . . -0-
----------------------------------------------------
10) Shared Dispositive Power . . . . . 331,625
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . 00
Page 2 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
JEFFREY R. WALSH
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . . -0-
----------------------------------------------------
10) Shared Dispositive Power . . . . . 331,625
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 3 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
FRANK E. WALSH, JR.
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . . -0-
----------------------------------------------------
10) Shared Dispositive Power . . . . . 331,625
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 4 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
THE HARTINGTON TRUST
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . . -0-
----------------------------------------------------
10) Shared Dispositive Power . . . . . 626,764
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . 00
Page 5 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
KURT T. BOROWSKY
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . . -0-
----------------------------------------------------
10) Shared Dispositive Power . . . . . 626,764
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 6 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
RAYMOND G. CHAMBERS
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . . -0-
----------------------------------------------------
10) Shared Dispositive Power . . . . . 626,764
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 7 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
DAVID J. ROY
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . . -0-
----------------------------------------------------
10) Shared Dispositive Power . . . . . 626,764
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 8 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
MANFRED L. STEYN
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . 24,500
----------------------------------------------------
10) Shared Dispositive Power . . . . . . . -0-
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 9 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
FRANK E. RICHARDSON, III
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . 256,228
----------------------------------------------------
10) Shared Dispositive Power . . . . . . . -0-
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 10 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
JULIUS KOPPELMAN
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . 16,842
----------------------------------------------------
10) Shared Dispositive Power . . . . . . . -0-
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 11 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
JOHN D. HOWARD
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . 47,158
----------------------------------------------------
10) Shared Dispositive Power . . . . . . . -0-
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 12 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
HUGH J. BYRNES
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . . . 64,816
----------------------------------------------------
10) Shared Dispositive Power . . . . . . . -0-
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . IN
Page 13 of 67
<PAGE>
Cusip No. 69011110
--------
1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.
MBL LIFE ASSURANCE CORPORATION
Successor to The Mutual Benefit Life Insurance Company
- -----------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group
(a)
(b) X
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds
Not Applicable
- -----------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /__/
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
- -----------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power . . . . . . . . . . . -0-
Beneficially Owned ----------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . 4,073,376
Person With ----------------------------------------------------
9) Sole Dispositive Power . . . . . 2,135,000
----------------------------------------------------
10) Shared Dispositive Power . . . . . . . -0-
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . 4,073,376
- -----------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . /__/
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . 61.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . IC, C0
Page 14 of 67
<PAGE>
Item 4 Purpose of Transaction
The response to Item 4 is hereby amended to add the following:
On July 28, 1995, National Broadcasting Company, Inc. ("NBC")
offered to acquire Outlet Communications, Inc. ("Outlet") pursuant to a
merger transaction in which stockholders of Outlet would receive $47.25 per
share of Class A Common Stock, par value $.01 per share ("Common Stock"),
of Outlet. NBC's offer was conditioned on, among other things, the holders
of a majority of the outstanding Common Stock entering into certain consent
and voting/conditional option agreements. On August 2, 1995, Outlet
terminated the Merger Agreement dated as of June 30, 1995 among Outlet,
Renaissance Communications Corp. ("Renaissance") and Renaissance
Communications Acquisition Corp., and Renaissance waived the notice
requirement contained in Section 8.01(h) thereof. The Board of Directors
of Outlet approved the transactions with NBC (the "NBC Merger") and
recommended the NBC Merger to its stockholders. On August 2, 1995, Outlet,
NBC and CO Acquisition Corporation, entered into a Merger Agreement (the
"NBC Merger Agreement") providing for the NBC Merger. Messrs. Frank E.
Richardson, Frank E. Walsh, Jr. and Julius Koppelman are Filing Persons who
are members of Outlet's Board of Directors and who, as directors, approved
the NBC Merger. Mr. Victor H. Palmieri, the designee to Outlet's board of
directors of MBL Life Assurance Corporation also approved the NBC Merger as
a director.
Immediately following the execution by Outlet and NBC of the NBC
Merger Agreement each of The Hartington Trust, the OCI Trust, Frank E.
Richardson, III, Hugh J. Byrnes, John D. Howard and Manfred L. Steyn
entered into a Consent and Voting/ Conditional Option Agreement in the form
attached as Exhibit (c) under Item 7 of this Schedule 13D with NBC, and MBL
Life Assurance Corporation entered into a Consent and Voting/ Conditional
Option Agreement in the form attached as Exhibit (d) under Item 7 of this
Schedule 13D with NBC (each such Consent and Voting/Conditional Option
Agreement, as executed by the foregoing parties, the "Voting Agreement")
pursuant to which each such Filing Person agreed to deliver a written
stockholder consent (each, a "Stockholder Consent") in respect of each
share of Common Stock owned of record by such person adopting and approving
the NBC Merger Agreement. Following execution of the Voting Agreements,
the parties to the Voting Agreements delivered Stockholder Consents to
Outlet, which Stockholder Consents covered an aggregate of 3,436,091 shares
of Common Stock (approximately 52.2% of the outstanding shares of Common
Stock).
Pursuant to the Voting Agreement, each such Filing Person also
agreed to vote their shares of Common Stock and grant a proxy to a trustee
to be designated by NBC to vote their shares of Common Stock (a) in favor
of adoption and approval of the NBC Merger Agreement and the NBC Merger and
the approval of the terms
Page 15 of 67
<PAGE>
thereof and each of the other actions contemplated by the NBC Merger
Agreement and the Voting Agreement; (b) against any action or agreement
that would result in a breach of any covenant, representation or warranty
or any other obligation or agreement of Outlet contained in the NBC Merger
Agreement or of the Filing Persons contained in the Voting Agreement; and
(c) against any competing transaction or any other action, agreement or
transaction (other than the NBC Merger Agreement or the transactions
contemplated thereby) that is intended, or could reasonably be expected, to
impede, interfere or be inconsistent with, delay, postpone the Voting
Agreement, discourage or materially adversely affect the NBC Merger or the
NBC Merger Agreement including, but not limited to: (i) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving Outlet or its subsidiaries; (ii) a sale, lease or
transfer of a material amount of assets of Outlet and its subsidiaries or a
reorganization, recapitalization or liquidation of Outlet or its
subsidiaries; (iii) a material change in the policies or statement of
Outlet, except as otherwise agreed to in writing by NBC; (iv) an election
of new members to the board of directors of Outlet, except where the vote
is cast in favor of the nominees of a majority of the existing directors;
(v) any material change in the present capitalization or dividend policy of
Outlet or any amendment of Outlet's certificate of incorporation; or (vi)
any other material change in the Outlet's corporate structure or business.
The Voting Agreement also provides that each such Filing Person
shall not (i) sell, transfer, pledge, assign or otherwise dispose of,
enforce or permit the execution of the provisions of any redemption
agreement with Outlet or enter into any contract, option or other
arrangement or understanding with respect to or consent to the offer for
sale, sale, transfer, pledge, encumbrance, assignment or other disposition
of, any of the existing shares of Common Stock, or any shares acquired
after August 2, 1995, or any interest in any of the foregoing, except to
NBC, (ii) grant any proxies or powers of attorney, deposit any of such
shares into a voting trust or enter into a voting agreement with respect to
any such shares or any cash or other property described in Section 11 of
the Voting Agreement, or any interest in any of the foregoing, except to
NBC, (iii) consent or otherwise agree to any amendment, waiver or other
modification of the Stockholders Agreement or the Certificate of
Incorporation or By-laws of Outlet or its subsidiaries without the prior
written consent of NBC or (iv) take any action that would make any
representation or warranty of such Filing Persons contained in the Voting
Agreement untrue or incorrect or have the effect of preventing or disabling
such stockholder from performing his obligations under the Voting
Agreement, or that would otherwise hinder or delay NBC from acquiring a
majority of the outstanding shares of Common Stock, determined on a fully
diluted basis.
Page 16 of 67
<PAGE>
Each such Filing Person has also granted NBC an irrevocable 60-
day option (the "Option") to purchase the shares of Outlet Common Stock
owned by such person in the event the NBC Merger Agreement with NBC is
terminated or a permanent injunction or other order, decree or ruling by
any United States federal or state court of competent jurisdiction or by
any United States federal or state governmental, regulatory or
administrative agency or authority preventing the consummation of the NBC
Merger shall have been issued.
Additionally, in the event NBC exercises the Option each such
Filing Person has agreed that it will take all actions reasonably requested
by NBC to seek to cause the Stockholders Agreement to be amended pursuant
to a written instrument in form and substance reasonably satisfactory to
NBC, so that the rights of a member of the Wesrey Group (as defined in the
Stockholders Agreement) under Sections 6 and 7 of the Stockholders
Agreement shall inure to the benefit of any purchaser of the shares of
Common Stock owned by the Stockholder, including without limitation by
executing the foregoing instrument providing for such amendment.
The foregoing description of the Voting Agreement and
Stockholders Consent is qualified in its entirety by reference to the forms
of Consent and Voting/Conditional Option Agreement and the Stockholder
Consents attached as Exhibit A thereto, filed as Exhibit (c) and (d),
respectively, under Item 7 of this Schedule 13D.
Item 7. Material to be Filed as Exhibits
(a) Joint Filing Agreement
(b) Powers of Attorney appointing Kurt T. Borowsky and David J. Roy
as attorneys in fact
(c) Consent and Voting/Conditional Option Agreement, including form
of Stockholder Consent as Exhibit A thereto, each between The
Hartington Trust, the OCI Trust, Frank E. Richardson, III, Hugh
J. Byrnes, John D. Howard and Manfred L. Steyn and NBC
(d) Consent and Voting/Conditional Option Agreement, including form
of Stockholder Consent as Exhibit A thereto, between MBL Life
Assurance Corporation and NBC
Page 17 of 67
<PAGE>
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 and
correct.
August 3, 1995 /S/ Jeffrey R. Walsh*
----------------------------------------
Jeffrey R. Walsh
The OCI Trust
By: /S/ Jeffrey R. Walsh, Trustee*
----------------------------------------
Jeffrey R. Walsh
/S/ Frank E. Walsh, Jr.*
----------------------------------------
Frank E. Walsh, Jr.
/S/ Manfred L. Steyn*
----------------------------------------
Manfred L. Steyn
/S/ Frank E. Richardson*
----------------------------------------
Frank E. Richardson
/S/ Julius Koppelman*
----------------------------------------
Julius Koppelman
/S/ John D. Howard*
----------------------------------------
John D. Howard
/S/ Hugh J. Byrnes*
----------------------------------------
Hugh J. Byrnes
/S/ David J. Roy*
----------------------------------------
David J. Roy
/S/ Kurt T. Borowsky
----------------------------------------
Kurt T. Borowsky
/S/ Raymond G. Chambers*
----------------------------------------
Raymond G. Chambers
The Hartington Trust
By: /S/ Kurt T. Borowsky
----------------------------------------
Kurt T. Borowsky, Trustee
By: /S/ David J. Roy, Trustee*
----------------------------------------
David J. Roy
Page 18 of 67
<PAGE>
MBL Life Assurance Corporation,
Successor to The Mutual
Benefit Life Insurance
Company
By: /S/ Joseph F. Krupsky*
----------------------------------------
Joseph F. Krupsky
*Kurt T. Borowsky
Attorney in Fact
/S/ Kurt T. Borowsky
----------------------------------------
Kurt T. Borowsky
Page 19 of 67
Exhibit 7(a)
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing Schedule 13D may be filed
on behalf of each of them.
August 3, 1995 /S/ Jeffrey R. Walsh*
----------------------------------------
Jeffrey R. Walsh
The OCI Trust
By: /S/ Jeffrey R. Walsh, Trustee*
----------------------------------------
Jeffrey R. Walsh
/S/ Frank E. Walsh, Jr.*
----------------------------------------
Frank E. Walsh, Jr.
/S/ Manfred L. Steyn*
----------------------------------------
Manfred L. Steyn
/S/ Frank E. Richardson*
----------------------------------------
Frank E. Richardson
/S/ Julius Koppelman*
----------------------------------------
Julius Koppelman
/S/ John D. Howard*
----------------------------------------
John D. Howard
/S/ Hugh J. Byrnes*
----------------------------------------
Hugh J. Byrnes
/S/ David J. Roy*
----------------------------------------
David J. Roy
/S/ Kurt T. Borowsky
-----------------------------------------
Kurt T. Borowsky
/S/ Raymond G. Chambers*
----------------------------------------
Raymond G. Chambers
The Hartington Trust
By: /S/ Kurt T. Borowsky
----------------------------------------
Kurt T. Borowsky, Trustee
By: /S/ David J. Roy, Trustee*
----------------------------------------
David J. Roy
Page 20 of 67
<PAGE>
MBL Life Assurance Corporation,
Successor to The Mutual Benefit
Life Insurance Company
By: /S/ Joseph F. Krupsky*
----------------------------------------
Joseph F. Krupsky
*Kurt T. Borowsky
Attorney in Fact
/S/ Kurt T. Borowsky
----------------------------------------
Kurt T. Borowsky
Page 21 of 67
Exhibit 7(b)
POWER OF ATTORNEY
The undersigned hereby appoints each of David J. Roy and Kurt T.
Borowsky as his true agent to act in his name, place, or stead to execute
and file with the Securities and Exchange Commission a Schedule 13D under
the Securities Exchange Act or 1934, including any and all amendments
thereto, reporting his interest in shares of common stock of Outlet
Communications, Inc., together with the other information required thereby,
and a Joint Filing Agreement in connection therewith.
Each of said Attorneys and each substitute, if any, appointed as
above provided shall have all the powers, including discretionary powers,
that are granted to said Attorneys by any of the provisions of this
instrument and, acting alone and without notice to anyone, may exercise any
or all of said powers in the same manner and with the same effect as if
appointed by this instruments as my sole Attorney-in-Fact.
THIS POWER OF ATTORNEY SHALL NOT BE AFFECTED BY SUBSEQUENT
DISABILITY OR INCOMPETENCE.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 16th day of July, 1995.
/S/ Raymond G. Chambers
---------------------------
Raymond G. Chambers
/S/ Julius Koppelman
---------------------------
Julius Koppelman
/S/ Frank E. Walsh, Jr.
---------------------------
Frank E. Walsh, Jr.
/S/ Hugh J. Byrnes
---------------------------
Hugh J. Byrnes
/S/ Jeffrey R. Walsh
---------------------------
Jeffrey R. Walsh
/S/ Manfred L. Steyn
---------------------------
Manfred L. Steyn
Page 22 of 67
<PAGE>
MBL Life Assurance
Corporation,
Successor to The Mutual
Benefit Life Insurance Company
By: /S/ Joseph F. Krupsky
-----------------------
Joseph F. Krupsky
The Hartington Trust
By: /S/ Kurt T. Borowsky
-----------------------
Kurt T. Borowsky, Trustee
/S/ David J. Roy
---------------------------
David J. Roy
The OCI Trust
/S/ Jeffrey R. Walsh
---------------------------
Jeffrey R. Walsh, Trustee
/S/ John D. Howard
------------------
John D. Howard
Page 23 of 67
Exhibit 7(c)
Conformed Standard Version
CONSENT AND VOTING/
-------------------
CONDITIONAL OPTION AGREEMENT
----------------------------
CONSENT AND VOTING/CONDITIONAL OPTION AGREEMENT, dated as of
August 2, 1995, between NATIONAL BROADCASTING COMPANY, INC., a Delaware
corporation ("Parent"), and the stockholder of Outlet Communications, Inc.,
------
a Delaware corporation (the "Company"), whose name and signature is set
-------
forth on the signature page hereof (the "Stockholder").
-----------
RECITALS
--------
The Company, Parent and CO Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent ("Parent Sub") are
----------
entering into an Agreement and Plan of Merger dated as of the date hereof
(the "Merger Agreement"; capitalized terms used but not defined herein
----------------
shall have the meanings set forth in the Merger Agreement), pursuant to
which, subject to the terms and conditions of the Merger Agreement, Parent
Sub will merge with and into the Company (the "Merger"), and each
------
outstanding share of Company Common Stock, other than shares owned by the
Company or Parent or certain of their respective affiliates, will be
converted into the right to receive $47.25 in cash, all as more fully set
forth in the Merger Agreement.
As of the date hereof, the Stockholder is the record and
beneficial owner of the number of shares of Company Common Stock set forth
on the signature page hereof (the "Existing Shares" and, together with any
---------------
shares of Company Common Stock acquired after the date hereof, whether upon
the exercise of warrants, options, conversion of convertible securities or
otherwise, the "Shares").
------
In accordance with Section 228 of the Delaware Law, the
Stockholder desires to grant the Stockholder's consent to the adoption and
approval of the Merger Agreement and the Merger without a meeting of
stockholders of the Company.
The Stockholder and Parent desire to set forth their agreement
with respect to the voting of the Shares in connection with the Merger and
the Stockholder desires to grant to Parent a conditional option, subject to
FCC consent if necessary, to acquire the Shares, upon the terms and subject
to the conditions set forth herein.
AGREEMENT
---------
Page 24 of 67
<PAGE>
To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
1. Delivery of Consent. Immediately following the execution and
-------------------
delivery of the Merger Agreement by the parties thereto, the Stockholder
shall execute and deliver to the Secretary of the Company a written consent
in the form of Exhibit A hereto.
2. Agreement to Vote. The Stockholder hereby agrees that, from
-----------------
and after the date hereof and until the Expiration Date (as defined in
Section 4), at any meeting of the stockholders of the Company, however
called, or in connection with any written consent of the stockholders of
the Company, and to the extent permitted by applicable law, the Stockholder
shall vote (or cause to be voted) or act by written consent with respect to
the Shares (a) in favor of adoption and approval of the Merger Agreement
and the Merger and the approval of the terms thereof and each of the other
actions contemplated by the Merger Agreement and this Agreement; (b)
against any action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement
of the Company contained in the Merger Agreement or of the Stockholder
contained in this Agreement; and (c) against any Competing Transaction or
any other action, agreement or transaction (other than the Merger Agreement
or the transactions contemplated thereby) that is intended, or could
reasonably be expected, to impede, interfere or be inconsistent with,
delay, postpone, discourage or materially adversely affect the Merger or
this Agreement, including, but not limited to: (i) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or its subsidiaries; (ii) a sale, lease
or transfer of a material amount of assets of the Company and its
subsidiaries or a reorganization, recapitalization or liquidation of the
Company or its subsidiaries; (iii) a material change in the policies or
management of the Company, except as otherwise agreed to in writing by
Parent; (iv) an election of new members to the board of directors of the
Company, except where the vote is cast in favor of the nominees of a
majority of the existing directors; (v) any material change in the present
capitalization or dividend policy of the Company or any amendment of the
Company's certificate of incorporation; or (vi) any other material change
in the Company's corporate structure or business. The Stockholder shall
not enter into any agreement or understanding with any person or entity
prior to the Expiration Date to vote or give instructions in any manner
inconsistent with clauses (a), (b) or (c) of the preceding sentence.
3. PROXY. THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS A
-----
TRUSTEE TO BE DESIGNATED BY PARENT, AND ANY SUCCESSOR TRUSTEE, THE
STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION)
TO VOTE OR ACT BY WRITTEN CONSENT, TO THE
Page 25 of 67
<PAGE>
FULL EXTENT PERMITTED BY APPLICABLE LAW, WITH RESPECT TO THE SHARES IN
ACCORDANCE WITH SECTION 2 HEREOF. THIS PROXY IS COUPLED WITH AN INTEREST
AND SHALL BE IRREVOCABLE, AND THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTION
OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE
INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY HIM
WITH RESPECT TO THE SHARES.
4. Expiration of Proxy. The proxy set forth in Section 3 hereof
-------------------
shall terminate on the Expiration Date. As used herein, the term
"Expiration Date" means the earlier of the Effective Time and the date
---------------
which is 360 days following the date hereof or such shorter period as may
be dictated by applicable law or FCC policy or regulation (unless extended
by the mutual written consent of Parent and the Stockholder).
5. Conditional Option. (a) The Stockholder hereby grants to
------------------
Parent an irrevocable option to purchase the Shares, on the terms and
subject to the conditions set forth herein, including but not limited to
the consent of the FCC, if required (the "Option").
------
(b) (i) The Option may be exercised by Parent, as a whole and
not in part, at any time on or after the earlier to occur of (A) the
termination, if any, of the Merger Agreement pursuant to the terms thereof
or otherwise and (B) such time as a permanent injunction or other order,
decree or ruling by any United States federal or state court of competent
jurisdiction or by any United States federal or state governmental,
regulatory or administrative agency or authority preventing the
consummation of the Merger shall have been issued, provided that the Option
--------
may not be exercised on any date after the 60th day following the
occurrence of the event specified in clause (A) above.
(ii) If Parent wishes to exercise the Option (the "Option
------
Purchase"), Parent shall send a written notice to the Stockholder of its
- --------
intention to exercise the Option, specifying the place, and, if then known,
the time and the date (the "Closing Date") of the closing (the "Closing")
------------ -------
of the purchase. The Closing Date shall not be less than 20 days (or such
longer period as may be required by applicable law or regulation) from the
date on which such notice is delivered or prior to such time as the
condition specified in Section 5(b)(iv)(E) below shall have been satisfied.
(iii) Following delivery of the exercise notice referred to in
Section 5(b)(ii) above, (x) the Stockholder shall promptly forward or cause
to be forwarded a copy of the exercise notice and of the terms of the
proposed Option Purchase to the Company and to the other Stockholders (as
defined in the Stockholders Agreement) in accordance with Section 5 of the
Stockholders Agreement, and (y) Parent shall extend an offer (which
complies with Section 5 of the Stockholders Agreement) to acquire shares
Page 26 of 67
<PAGE>
of Company Common Stock to such other Stockholders. The Stockholder
further agrees that, if the Option is exercised, the Stockholder shall
cause Section 19 of the Stockholders Agreement to be complied with prior to
the Closing.
(iv) The obligation of Parent or its designee to consummate the
Closing after exercise of the Option shall be subject to the satisfaction
or waiver by Parent of the following conditions:
(A) The provisions of Sections 5 and 19 of the Stockholders
Agreement, as such agreement is in effect on the date hereof, and the
other provisions of the Stockholders Agreement applicable to the
consummation of the transactions contemplated hereby, shall have been
complied with, and such agreement shall not have been amended,
supplemented or otherwise modified since the date hereof without the
consent of Parent.
(B) After giving effect to the Option Purchase and all other
purchases of shares of Company Common Stock theretofore made or made
concurrently therewith, Parent shall beneficially own a number of
shares of Company Common Stock sufficient to approve (without the
affirmative vote or consent of any stockholder of the Company other
than Parent and/or its designee) or to consummate pursuant to Section
253 of the Delaware Law a merger between Parent or another wholly
owned subsidiary of General Electric Company, a New York corporation
("GE"), and the Company pursuant to which the stockholders of the
--
Company (other than the Company, any direct or indirect subsidiary of
the Company, Parent or any other direct or indirect wholly owned
subsidiary of GE) will receive as consideration an amount of cash
consideration per share of Company Common Stock at least equal to
$47.25.
(C) The acquisitions of shares of Company Common Stock pursuant
to this Agreement and each other similar agreement between Parent and
a stockholder of the Company shall have been approved by the Board of
Directors of the Company for purposes of Section 203 of the Delaware
Law.
(D) The waiting periods applicable to the consummation of the
Option Purchase under the HSR Act shall have expired or been earlier
terminated.
(E) The FCC shall have issued a Final Order approving the FCC
Application, and such Final Order shall include the granting of such
waivers, if any, of the rules and regulations under the Communications
Act, as may be necessary to permit the purchase and sale contemplated
hereby. All the terms and conditions contained in the Final Order
required to be satisfied on or prior to the Closing shall have been
satisfied.
Page 27 of 67
<PAGE>
(F) No preliminary or permanent injunction or other order,
decree or ruling by any United States federal or state court of
competent jurisdiction or by any United States federal or state
governmental, regulatory or administrative agency or authority which
prevents the Option Purchase shall have been issued and remain in
effect.
(G) No statute, rule or regulation shall have been enacted by
any United States federal or state governmental, regulatory or
administrative agency or authority that makes the consummation of the
Option Purchase illegal or would otherwise prevent the consummation of
the Option Purchase.
(H) The representations and warranties of the Stockholder
contained herein shall have been true and correct in all material
respects as of the date hereof and shall be true and correct in all
material respects at and as of the Closing Date as if made at and as
of the Closing Date. The Stockholder shall have performed in all
material respects all of its covenants and obligations required to be
performed by it on or prior to the Closing Date hereunder.
(c) At the Closing, the Stockholder shall deliver to Parent (or
its designee) all of the Shares by delivery of a certificate or
certificates evidencing such Shares in the denominations designated by
Parent in its exercise notice delivered pursuant to Section 5(b)(ii), duly
endorsed to Parent or accompanied by stock powers duly executed in favor of
Parent, with all necessary stock transfer stamps affixed.
(d) At the Closing, the Parent shall deliver to the Stockholder
a check or checks payable in New York Clearing House (next-day) funds in an
amount equal to the product of $47.25 and the number of Shares purchased
hereunder.
6. Representation and Warranties of Parent. Parent represents
---------------------------------------
and warrants to the Stockholder as follows:
(a) Parent is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) Parent has the requisite corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder.
The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by
Parent's Board of Directors and no other corporate proceedings on the
part of Parent are necessary to authorize this Agreement and the
consummation of the transactions contemplated hereby. This Agreement
has been duly executed and delivered by Parent and (assuming the valid
authorization, execution and delivery of this Agreement by the
Stockholder) is a valid
Page 28 of 67
<PAGE>
and binding obligation of Parent, enforceable in accordance with its
terms, except as affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating
to or affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by Parent do
not, and the performance of this Agreement by Parent will not, (i)
conflict with or violate the Certificate of Incorporation or By-Laws
of Parent or any of its subsidiaries, (ii) conflict with or violate
any federal, state, local or foreign law, statute, ordinance, rule,
regulation, permit, order, judgment or decree (collectively, "Laws")
----
applicable to Parent or any of its subsidiaries or by which any of
their respective properties is bound, or (iii) conflict with, result
in any breach of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or require payment under, or result in the creation
of any lien, claim, security interest or other charge or encumbrance
(collectively, "Encumbrances") on any of the properties or assets of
------------
Parent or any of its subsidiaries pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which Parent or any of
its subsidiaries is a party or by which Parent or any of its
subsidiaries or any of their respective properties is bound, except
for any thereof that could not reasonably be expected to materially
impair the ability of Parent to perform its obligations hereunder or
to consummate the transactions contemplated hereby.
(d) The execution and delivery of this Agreement by Parent do
not, and the consummation of the purchase and sale of the Shares
hereunder by Parent will not, require Parent to obtain any consent,
approval, authorization or permit of, or to make any filing with or
notification to, any governmental or regulatory authority, domestic or
foreign ("Governmental Entity"), based on the Laws of any Governmental
-------------------
Entity, except (i) the Communications Act and the HSR Act; and (ii)
where the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications, could not
reasonably be expected to materially impair the ability of Parent to
perform its obligations hereunder or to consummate the transactions
contemplated hereby.
(e) There is no suit, action, investigation or proceeding
pending or, to the knowledge of the executive officers of Parent,
threatened against Parent or any of its subsidiaries at law or in
equity before or by any federal,
Page 29 of 67
<PAGE>
state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind, that could reasonably be expected to
materially impair the ability of Parent to perform its obligations
hereunder or to consummate the transactions contemplated hereby, and
there is no judgment, decree, injunction, rule or order of any court,
governmental department, commission, board, bureau, agency,
instrumentality or arbitrator to which Parent or any of its
subsidiaries is subject that could reasonably be expected to
materially impair the ability of Parent to perform its obligations
hereunder or to consummate the transactions contemplated hereby.
(f) Parent and its affiliates have, and on the Closing Date
Parent will have, funds in an amount sufficient to consummate the
purchase and sale of the Shares contemplated hereunder and the
purchases and sales of Company Common Stock under each other similar
agreement between Parent and a stockholder of the Company.
7. Representation and Warranties of the Stockholder. The
------------------------------------------------
Stockholder represents and warrants to Parent as follows:
(a) If the Stockholder is a corporation, partnership or trust,
the Stockholder has been duly organized and is validly existing and in
good standing under the laws of the jurisdiction of its organization.
(b) If the Stockholder is a corporation, partnership or trust,
the Stockholder has all necessary corporate, partnership or trust
power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated
hereby. If the Stockholder is a corporation, partnership or trust,
the execution, delivery and performance of this Agreement by the
Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby have been duly authorized by all
necessary corporate, partnership or trust action on the part of the
Stockholder.
(c) This Agreement has been duly executed and delivered by the
Stockholder and (assuming the valid authorization, execution and
delivery of this Agreement by Parent) is a valid and binding
obligation of the Stockholder, enforceable in accordance with its
terms, except as affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating
to or affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or at law).
Page 30 of 67
<PAGE>
(d) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the
Stockholder will not, (i) if the Stockholder is a corporation,
partnership or trust, conflict with or violate the Certificate of
Incorporation or By-Laws, or other organizational documents, of the
Stockholder, (ii) conflict with or violate any Law applicable to the
Stockholder or by which any of its properties is bound, or (iii)
conflict with, result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or require payment under,
or result in the creation of any Encumbrance on any of the properties
or assets of the Stockholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Stockholder is a party or
by which the Stockholder or any of its properties is bound, except
for any thereof that could not reasonably be expected to materially
impair the ability of the Stockholder to perform its obligations
hereunder or to consummate the transactions contemplated hereby.
(e) The execution and delivery of this Agreement by the
Stockholder do not, and the consummation of the purchase and sale of
the Shares hereunder by the Stockholder will not, require the
Stockholder to obtain any consent, approval, authorization or permit
of, or to make any filing with or notification to, any Governmental
Entity based on the Laws of any Governmental Entity, except (i) the
Communications Act and the HSR Act; and (ii) where the failure to
obtain such consents, approvals, authorizations or permits, or to make
such filings or notifications, could not reasonably be expected to
materially impair the ability of the Stockholder to perform its
obligations hereunder or to consummate the transactions contemplated
hereby.
(f) There is no suit, action, investigation or proceeding
pending or, to the knowledge of the Stockholder, threatened against
the Stockholder at law or in equity before or by any federal, state,
municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind, that could reasonably be expected to
materially impair the ability of the Stockholder to perform its
obligations hereunder or to consummate the transactions contemplated
hereby, and there is no judgment, decree, injunction, rule or order of
any court, governmental department, commission, board, bureau, agency,
instrumentality or arbitrator to which the Stockholder is subject that
could reasonably be expected to materially impair the ability of the
Stockholder to perform its
Page 31 of 67
<PAGE>
obligations hereunder or to consummate the transactions contemplated
hereby.
(g) The Existing Shares are, and the Shares on the Closing Date
will be, owned beneficially and of record by the Stockholder. The
Existing Shares constitute all of the shares of Company Common Stock
owned of record or beneficially by the Stockholder. All of the
Existing Shares are issued and outstanding and, except as indicated on
the signature page hereto, the Stockholder does not own, of record or
beneficially, any warrants, options or other rights to acquire any
shares of Company Common Stock. If the Stockholder owns any such
warrants, options or other rights to acquire shares of Company Common
Stock, such Stockholder agrees, to the extent permitted by the terms
thereof, to exercise such warrants, options or other rights prior to
Closing. The Stockholder has sole voting power and sole power of
disposition with respect to all of the Existing Shares and will have
sole voting power and sole power of disposition with respect to all of
the Shares on the Closing Date, with no restrictions, other than those
contained in the Stockholders Agreement and subject to applicable
federal securities laws, on the Stockholder's rights of disposition
pertaining thereto. The Stockholder has good and valid title to the
Existing Shares and on the Closing Date will have good and valid title
to the Shares, free and clear of all Encumbrances, and, upon delivery
thereof to Parent against delivery of the consideration therefor
pursuant to this Agreement, good and valid title thereto, free and
clear of all Encumbrances (other than any arising as a result of
actions taken or omitted by Parent), will pass to Parent.
(h) A true, correct and complete copy of the Stockholders
Agreement has been delivered to the Parent.
8. Investment Representations of the Stockholder. The
---------------------------------------------
Stockholder represents and warrants to, and agrees with, Parent as follows:
(a) The Stockholder has been given the opportunity to obtain any
additional information or documents and to ask questions and receive
answers about such documents, the Company and the business and
prospects of the Company which the Stockholder deems necessary to
evaluate the merits and risks related to the Stockholder's
determination to enter into this Agreement and to consummate the
transactions contemplated hereby.
(b) The Stockholder is an "accredited investor," as such term is
defined in Rule 501 under the Securities Act. If the Stockholder is a
natural person, (A) the Stockholder's individual net worth, or joint
net worth with
Page 32 of 67
<PAGE>
his or her spouse, at the time of the Closing, will exceed $1,000,000
or (B) the Stockholder had (x) individual income in excess of $200,000
in each of the two most recent years or (y) joint income with his or
her spouse in excess of $300,000 in each of those years, and the
Stockholder has a reasonable expectation of reaching the same income
level in the current year.
9. Agreements of the Stockholder. (a) The Stockholder hereby
-----------------------------
agrees, while this Agreement is in effect, and except as contemplated
hereby, not to (i) sell, transfer, pledge, encumber, assign or otherwise
dispose of, enforce or permit the execution of the provisions of any
redemption agreement with the Company or enter into any contract, option or
other arrangement or understanding with respect to or consent to the offer
for sale, sale, transfer, pledge, encumbrance, assignment or other
disposition of, any of the Existing Shares, or any Shares acquired after
the date hereof, or any interest in any of the foregoing, except to the
Parent, (ii) grant any proxies or powers of attorney, deposit any Shares
into a voting trust or enter into a voting agreement with respect to any
Shares or any cash or other property described in Section 11 hereof, or any
interest in any of the foregoing, except to the Parent, (iii) consent or
otherwise agree to any amendment, waiver or other modification of the
Stockholders Agreement or the Certificate of Incorporation or By-laws of
the Company or its subsidiaries without the prior written consent of Parent
or (iv) take any action that would make any representation or warranty of
the Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling the Stockholder from performing his obligations
under this Agreement, or that would otherwise hinder or delay the Parent
from acquiring a majority of the outstanding Company Common Stock,
determined on a fully diluted basis.
(b) The Stockholder hereby agrees, while this Agreement is in
effect, to notify promptly Parent of the number of any additional shares of
Company Common Stock acquired by the Stockholder, if any, after the date
hereof.
(c) The Stockholder hereby agrees, except with respect to Parent
and its affiliates, on or after the date hereof, that the Stockholder shall
not initiate, solicit or encourage, directly or indirectly, any inquiries
or the making of any proposal with respect to any matter described in
Section 9(a) hereof or any Competing Transaction, participate in any
negotiations concerning, or provide to any other person any information or
data relating to the Company or its subsidiaries for the purpose of, or
have any substantive discussions with, any person relating to, or otherwise
cooperate with or assist or participate in, or facilitate, any inquiries or
the making of any proposal which constitutes, or would reasonably be
expected to lead to, any effort or attempt by any other person to seek to
effect any matter described in Section 9(a) hereof or any
Page 33 of 67
<PAGE>
Competing Transaction, or agree to or endorse any Competing Transaction.
The Stockholder agrees immediately to cease and cause to be terminated any
existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any possible Competing Transactions or any
matter described in Section 9(a) hereof.
(d) Promptly following the execution hereof, the Stockholder
shall tender or cause to be tendered a copy of this Agreement to the
Company with a request that it be filed by the Company with the Secretary
of the FCC in conformity with Section 73.3613 of the FCC's rules.
10. Certain Covenants. (a) Parent hereby agrees that, in the
-----------------
event that Parent purchases shares of Company Common Stock pursuant to the
Option, it will propose to the Company a merger as promptly as reasonably
practicable thereafter, on terms and subject to conditions substantially
the same as those provided for in the Merger Agreement, between itself or
another wholly owned subsidiary of GE and the Company pursuant to which the
stockholders of the Company (other the Company, any direct or indirect
subsidiary of the Company, Parent or any other direct or indirect
subsidiary of the GE) will receive an amount of cash consideration per
share of Company Common Stock at least equal to $47.25.
(b) In the event that Parent exercises the Option pursuant to
Section 5, the Stockholder agrees that it will take all actions reasonably
requested by Parent to seek to cause the Stockholders Agreement to be
amended prior to the Closing, pursuant to a written instrument in form and
substance reasonably satisfactory to Parent, so that the rights of a member
of the Wesray Group (as defined in the Stockholders Agreement) under
Sections 6 and 7 of the Stockholders Agreement shall inure to the benefit
of any purchaser of the Company Common Stock owned by the Stockholder,
including without limitation by executing the foregoing instrument
providing for such amendment.
(c) In the event that, within one year from the date hereof,
Parent or another subsidiary of GE consummates a transaction pursuant to
which it acquires more than 50% of the outstanding Company Common Stock or
effects a merger or similar business combination with the Company pursuant
to which it acquires all of the Company Common Stock (any such transaction,
an "Alternate Transaction") and, in respect of any Alternate Transaction,
---------------------
the per share consideration paid to the largest number of stockholders of
the Company pursuant to the Alternate Transaction exceeds the purchase
price per Share hereunder pursuant to the Option Purchase (the amount of
such excess per share, the "Excess Consideration"), then Parent shall pay
--------------------
to the Stockholder promptly following the consummation of the Alternate
Transaction an amount in cash equal to the amount of the Excess
Page 34 of 67
<PAGE>
Consideration times the number of such Stockholder's Shares purchased
hereunder pursuant to the Option Purchase.
(d) If, solely as a result of an acquisition of shares of
Company Common Stock by Parent or any other subsidiary of GE, the Company
is required to make a Change of Control Offer (as defined in the Indenture
referred to below) pursuant to Section 1010 of the Indenture pursuant to
which on the date hereof the Company has issued and outstanding $60 million
aggregate principal amount of Senior Subordinated Notes due July 15, 2003
(the "Notes"), as in effect on the date hereof (the "Indenture"), then, so
----- ---------
long as such Change of Control Offer is made in accordance with the terms
of the Indenture, Parent shall be obligated, within five business days of
the commencement of the Change of Control Offer, to offer to purchase or to
cause another Person to offer to purchase from the Company on the Change of
Control Payment Date (as defined in the Indenture) indebtedness of the
Company (i) in an aggregate principal amount equal to the aggregate
Repurchase Price of the Notes repurchased by the Company on such Change of
Control Payment Date pursuant to Section 1010 of the Indenture and (ii)
with terms, conditions, covenants and other provisions substantially the
same as the Notes.
11. Adjustment. If, between the date of this Agreement and the
----------
Closing, the Company Common Stock shall have been changed into a different
number of shares or a different class by reason of any stock dividend,
subdivision, reclassification, recapitalization, split, combination or
exchange of shares, the purchase price for the Shares hereunder shall be
correspondingly adjusted to reflect such event. If, between the date of
this Agreement and the Closing Date, the Company declares, pays or makes
any dividend or other distribution of any kind of cash or property on the
Company Common Stock, the Stockholder shall receive and hold such cash or
property for the benefit of the Parent and shall deliver such cash or
property, with appropriate instruments of transfer, if necessary, to the
Parent on the Closing Date (or, in the event of a payment date occurring
after the Closing Date, on the date such payment is received).
12. Licensee Control. Notwithstanding anything to the contrary
----------------
contained herein, without first obtaining the consent of the FCC through
grant of the FCC Application, Parent, its employees and agents shall not
directly or indirectly control, manage, supervise or direct, or attempt to
control, manage, supervise or direct, the Company or any of its broadcast
stations, and such control, management, supervision and direction shall be
the sole responsibility of and in the complete discretion of the Company.
13. Further Assurances. From time to time, at the other party's
------------------
request and without further consideration, each
Page 35 of 67
<PAGE>
party hereto shall execute and deliver such additional documents and take
all such further action as may be necessary or desirable to consummate and
make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.
14. Survival. The covenants of the parties hereto, and the
--------
representations and warranties of the parties hereto, shall survive until
the earlier to occur of the Effective Time and the Closing.
15. Miscellaneous. (a) This Agreement (i) constitutes the
-------------
entire agreement among the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter
hereof and (ii) shall not be assigned by operation of law or otherwise,
provided that Parent may assign its rights and obligations hereunder to any
- --------
direct or indirect wholly owned subsidiary of GE, but no such assignment
shall relieve Parent of its obligations hereunder. Subject to the
foregoing, this Agreement will be binding upon, inure to the benefit of,
and be enforceable by the parties hereto and their respective successors
(including any successor in interest by merger, sale of all or
substantially all of the assets or otherwise) and assigns.
(b) This Agreement may not be amended or supplemented, except
upon the execution and delivery of a written agreement executed by the
parties hereto. The Parent or the Stockholder may, from time to time,
waive, on such terms and conditions as the Parent or the Stockholder, as
the case may be, may specify in such instrument, any of the requirements of
this Agreement. Any such amendment shall be binding upon the parties
thereto and any such waiver shall be binding upon the Parent or the
Stockholder, as the case may be, executing the same. No such waiver shall
extend to any subsequent or other event or circumstance or impair any right
consequent thereon.
(c) All notices and other communications hereunder shall be in
writing and shall be deemed given (i) on the date delivered, if delivered
personally, (ii) on the first Business Day following the deposit thereof
with Federal Express, if sent by Federal Express, and (iii) on the fourth
Business Day following the mailing thereof with postage prepaid, if mailed
by registered or certified mail (return receipt requested), in each case to
the parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
(i) if to the Stockholder, to it at its address set forth on the
signature page hereof; and
Page 36 of 67
<PAGE>
(ii) if to the Parent, to it at:
National Broadcasting Company, Inc.
30 Rockefeller Center
New York, New York 10112
Attention: Senior Vice President and Chief
Financial Officer
with copies to:
National Broadcasting Company, Inc.
30 Rockefeller Center
New York, New York 10112
Attention: General Counsel
and
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Charles I. Cogut, Esq.
(d) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof.
(e) The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of the
United States located in the State of New York or in the Chancery Courts of
the State of Delaware (and any appellate courts therefrom), this being in
addition to any other remedy to which they are entitled at law or in
equity. In addition, each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of (i) the United States District Court
for the Southern District of New York in the event any dispute arises out
of this Agreement or any of the transactions contemplated by this Agreement
to the extent such court would have subject matter jurisdiction with
respect to such dispute and (ii) the Chancery Courts of the State of
Delaware otherwise, and (b) agrees that it will not attempt to deny or
defeat such personal jurisdiction or venue by motion or other request for
leave from any such court and (c) agrees that it will not bring any action
relating to this Agreement or any of the transactions contemplated by this
Agreement in any court other than such courts.
Page 37 of 67
<PAGE>
(f) This Agreement may be executed in two counterparts, each of
which shall be deemed to be an original, but both of which shall constitute
one and the same Agreement.
(g) The descriptive headings used herein are inserted for
convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
(h) If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy,
all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner
adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.
(i) If the FCC should determine that this Agreement is
inconsistent with Company's licensee obligations or is otherwise contrary
to FCC policies, rules and regulations, the parties shall reform this
Agreement in good faith and recast them in terms that are likely to cure
the defects perceived by the FCC and return a balance of benefits to both
parties comparable to the balance of benefits provided by this Agreement in
its current terms. If, after such good faith negotiations, either party
determines that recasting this Agreement to meet the defects perceived by
the FCC is impracticable, either party may terminate this Agreement without
further liability on 30 days' prior written notice. If termination shall
occur pursuant to this paragraph, such termination shall extinguish and
cancel this Agreement without further liability on the part of either party
to the other.
[Signatures appear on next page.]
Page 38 of 67
<PAGE>
IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
NATIONAL BROADCASTING COMPANY,
INC.
By:/s/ Richard Cotton
---------------------------
Name: Richard Cotton
Title:
THE STOCKHOLDER:
The Hartington Trust
------------------------------
(Print Name)
By:/s/ Kurt T. Borowsky
--------------------
Name: Kurt T. Borowsky
Title: Trustee
Number of Existing Shares:
626,764
---------------
Options, Warrants or other
Rights:
______________________________
______________________________
______________________________
______________________________
(Insert Number and Describe)
Address:
330 South Street
------------------------------
P.O. Box 1975
------------------------------
Morristown, NJ 07962-1975
------------------------------
______________________________
Page 39 of 67
<PAGE>
IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
NATIONAL BROADCASTING COMPANY,
INC.
By:/s/ Richard Cotton
---------------------------
Name: Richard Cotton
Title:
THE STOCKHOLDER:
The OCI Trust
------------------------------
(Print Name)
By:/s/ Jeffrey R. Walsh
---------------------------
Name: Jeffrey R. Walsh
Title: Trustee
Number of Existing Shares:
331,625
---------------
Options, Warrants or other
Rights:
______________________________
______________________________
______________________________
______________________________
(Insert Number and Describe)
Address:
330 South Street
------------------------------
P.O. Box 1975
------------------------------
Morristown, NJ 07962-1975
------------------------------
______________________________
Page 40 of 67
<PAGE>
IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
NATIONAL BROADCASTING COMPANY,
INC.
By:/s/ Richard Cotton
---------------------------
Name: Richard Cotton
Title:
THE STOCKHOLDER:
Frank E. Richardson III
------------------------------
(Print Name)
By:/s/ Frank E. Richardson III
---------------------------
Name: Frank E. Richardson III
Title:
Number of Existing Shares:
256,228
---------------
Options, Warrants or other
Rights:
______________________________
______________________________
______________________________
______________________________
(Insert Number and Describe)
Address:
245 Park Avenue, 41st Floor
------------------------------
New York, New York 10167
------------------------------
______________________________
______________________________
Page 41 of 67
<PAGE>
IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
NATIONAL BROADCASTING COMPANY,
INC.
By:/s/ Richard Cotton
---------------------------
Name: Richard Cotton
Title:
THE STOCKHOLDER:
Hugh J. Byrnes
------------------------------
(Print Name)
By:/s/ Hugh J. Byrnes
---------------------------
Name: Hugh J. Byrnes
Title:
Number of Existing Shares:
64,816
---------------
Options, Warrants or other
Rights:
______________________________
______________________________
______________________________
______________________________
(Insert Number and Describe)
Address:
330 South Street
------------------------------
P.O. Box 1975
------------------------------
Morristown, NJ 07962-1975
------------------------------
______________________________
Page 42 of 67
<PAGE>
IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
NATIONAL BROADCASTING COMPANY,
INC.
By:/s/ Richard Cotton
---------------------------
Name: Richard Cotton
Title:
THE STOCKHOLDER:
John D. Howard
------------------------------
(Print Name)
By:/s/ John D. Howard
---------------------------
Name: John D. Howard
Title:
Number of Existing Shares:
44,158
---------------
Options, Warrants or other
Rights:
______________________________
______________________________
______________________________
______________________________
(Insert Number and Describe)
Address:
245 Park Avenue, 41st Floor
------------------------------
New York, New York 10167
------------------------------
______________________________
______________________________
Page 43 of 67
<PAGE>
IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
NATIONAL BROADCASTING COMPANY,
INC.
By:/s/ Richard Cotton
---------------------------
Name: Richard Cotton
Title:
THE STOCKHOLDER:
Manfred L. Steyn
------------------------------
(Print Name)
By:/s/ Manfred L. Steyn
---------------------------
Name: Manfred L. Steyn
Title:
Number of Existing Shares:
24,500
---------------
Options, Warrants or other
Rights:
______________________________
______________________________
______________________________
______________________________
(Insert Number and Describe)
Address:
330 South Street
------------------------------
P.O. Box 1975
------------------------------
Morristown, NJ 07962-1975
------------------------------
______________________________
Page 44 of 67
<PAGE>
EXHIBIT A
---------
STOCKHOLDER CONSENT
-------------------
Action Taken by the Written
Consent of Stockholders
of
Outlet Communications, Inc.
August 2, 1995
The undersigned stockholder of Outlet Communications, Inc., a
Delaware corporation (the "Corporation"), acting by written consent in lieu
-----------
of a meeting pursuant to Section 228 of the General Corporation Law of the
State of Delaware, hereby consents to the adoption of and adopts the
following resolution with respect to each share of the capital stock of the
Corporation owned of record by such stockholder on the date hereof:
RESOLVED, that the Merger Agreement, dated as of August 2, 1995
(the "Merger Agreement"), among the Corporation, National Broadcasting
----------------
Company, Inc., a Delaware corporation ("NBC"), and CO Acquisition
---
Corporation, a Delaware corporation and a wholly owned subsidiary of
NBC, a copy of which has been furnished to the stockholder, be, and it
hereby is, adopted and approved by the stockholder, and that the
Merger (as defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement be, and they hereby are, approved
and ratified in all respects.
The Hartington Trust
------------------------------
(Print Name)
By:/s/ Kurt T. Borowsky
---------------------------
Name: Kurt T. Borowsky
Title: Trustee
Number of Shares: 626,764
-----------
Address of the stockholder:
330 South Street
------------------------------
P.O. Box 1975
------------------------------
Morristown, NJ 07962-1975
------------------------------
Page 45 of 67
<PAGE>
EXHIBIT A
---------
STOCKHOLDER CONSENT
-------------------
Action Taken by the Written
Consent of Stockholders
of
Outlet Communications, Inc.
August 2, 1995
The undersigned stockholder of Outlet Communications, Inc., a
Delaware corporation (the "Corporation"), acting by written consent in lieu
-----------
of a meeting pursuant to Section 228 of the General Corporation Law of the
State of Delaware, hereby consents to the adoption of and adopts the
following resolution with respect to each share of the capital stock of the
Corporation owned of record by such stockholder on the date hereof:
RESOLVED, that the Merger Agreement, dated as of August 2, 1995
(the "Merger Agreement"), among the Corporation, National Broadcasting
----------------
Company, Inc., a Delaware corporation ("NBC"), and CO Acquisition
---
Corporation, a Delaware corporation and a wholly owned subsidiary of
NBC, a copy of which has been furnished to the stockholder, be, and it
hereby is, adopted and approved by the stockholder, and that the
Merger (as defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement be, and they hereby are, approved
and ratified in all respects.
The OCI Trust
------------------------------
(Print Name)
By:/s/ Jeffrey R. Walsh
---------------------------
Name: Jeffrey R. Walsh
Title: Trustee
Number of Shares: 331,625
-----------
Address of the stockholder:
330 South Street
------------------------------
P.O. Box 1975
------------------------------
Morristown, NJ 07962-1975
------------------------------
Page 46 of 67
<PAGE>
EXHIBIT A
---------
STOCKHOLDER CONSENT
-------------------
Action Taken by the Written
Consent of Stockholders
of
Outlet Communications, Inc.
August 2, 1995
The undersigned stockholder of Outlet Communications, Inc., a
Delaware corporation (the "Corporation"), acting by written consent in lieu
-----------
of a meeting pursuant to Section 228 of the General Corporation Law of the
State of Delaware, hereby consents to the adoption of and adopts the
following resolution with respect to each share of the capital stock of the
Corporation owned of record by such stockholder on the date hereof:
RESOLVED, that the Merger Agreement, dated as of August 2, 1995
(the "Merger Agreement"), among the Corporation, National Broadcasting
----------------
Company, Inc., a Delaware corporation ("NBC"), and CO Acquisition
---
Corporation, a Delaware corporation and a wholly owned subsidiary of
NBC, a copy of which has been furnished to the stockholder, be, and it
hereby is, adopted and approved by the stockholder, and that the
Merger (as defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement be, and they hereby are, approved
and ratified in all respects.
Frank E. Richardson III
------------------------------
(Print Name)
By:/s/ Frank E. Richardson III
---------------------------
Name: Frank E. Richardson III
Title:
Number of Shares: 256,228
-----------
Address of the stockholder:
245 Park Avenue, 41st Floor
------------------------------
New York, New York 10167
------------------------------
______________________________
Page 47 of 67
<PAGE>
EXHIBIT A
---------
STOCKHOLDER CONSENT
-------------------
Action Taken by the Written
Consent of Stockholders
of
Outlet Communications, Inc.
August 2, 1995
The undersigned stockholder of Outlet Communications, Inc., a
Delaware corporation (the "Corporation"), acting by written consent in lieu
-----------
of a meeting pursuant to Section 228 of the General Corporation Law of the
State of Delaware, hereby consents to the adoption of and adopts the
following resolution with respect to each share of the capital stock of the
Corporation owned of record by such stockholder on the date hereof:
RESOLVED, that the Merger Agreement, dated as of August 2, 1995
(the "Merger Agreement"), among the Corporation, National Broadcasting
----------------
Company, Inc., a Delaware corporation ("NBC"), and CO Acquisition
---
Corporation, a Delaware corporation and a wholly owned subsidiary of
NBC, a copy of which has been furnished to the stockholder, be, and it
hereby is, adopted and approved by the stockholder, and that the
Merger (as defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement be, and they hereby are, approved
and ratified in all respects.
Hugh J. Byrnes
------------------------------
(Print Name)
By:/s/ Hugh J. Byrnes
---------------------------
Name: Hugh J. Byrnes
Title:
Number of Shares: 64,816
-----------
Address of the stockholder:
330 South Street
------------------------------
P.O. Box 1975
------------------------------
Morristown, NJ 07962-1975
------------------------------
Page 48 of 67
<PAGE>
EXHIBIT A
---------
STOCKHOLDER CONSENT
-------------------
Action Taken by the Written
Consent of Stockholders
of
Outlet Communications, Inc.
August 2, 1995
The undersigned stockholder of Outlet Communications, Inc., a
Delaware corporation (the "Corporation"), acting by written consent in lieu
-----------
of a meeting pursuant to Section 228 of the General Corporation Law of the
State of Delaware, hereby consents to the adoption of and adopts the
following resolution with respect to each share of the capital stock of the
Corporation owned of record by such stockholder on the date hereof:
RESOLVED, that the Merger Agreement, dated as of August 2, 1995
(the "Merger Agreement"), among the Corporation, National Broadcasting
----------------
Company, Inc., a Delaware corporation ("NBC"), and CO Acquisition
---
Corporation, a Delaware corporation and a wholly owned subsidiary of
NBC, a copy of which has been furnished to the stockholder, be, and it
hereby is, adopted and approved by the stockholder, and that the
Merger (as defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement be, and they hereby are, approved
and ratified in all respects.
John D. Howard
------------------------------
(Print Name)
By:/s/ John D. Howard
---------------------------
Name: John D. Howard
Title:
Number of Shares: 44,158
-----------
Address of the stockholder:
245 Park Avenue, 41st Floor
------------------------------
New York, New York 10167
------------------------------
______________________________
Page 49 of 67
<PAGE>
EXHIBIT A
---------
STOCKHOLDER CONSENT
-------------------
Action Taken by the Written
Consent of Stockholders
of
Outlet Communications, Inc.
August 2, 1995
The undersigned stockholder of Outlet Communications, Inc., a
Delaware corporation (the "Corporation"), acting by written consent in lieu
-----------
of a meeting pursuant to Section 228 of the General Corporation Law of the
State of Delaware, hereby consents to the adoption of and adopts the
following resolution with respect to each share of the capital stock of the
Corporation owned of record by such stockholder on the date hereof:
RESOLVED, that the Merger Agreement, dated as of August 2, 1995
(the "Merger Agreement"), among the Corporation, National Broadcasting
----------------
Company, Inc., a Delaware corporation ("NBC"), and CO Acquisition
---
Corporation, a Delaware corporation and a wholly owned subsidiary of
NBC, a copy of which has been furnished to the stockholder, be, and it
hereby is, adopted and approved by the stockholder, and that the
Merger (as defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement be, and they hereby are, approved
and ratified in all respects.
Manfred L. Steyn
------------------------------
(Print Name)
By:/s/ Manfred L. Steyn
---------------------------
Name: Manfred L. Steyn
Title:
Number of Shares: 24,500
-----------
Address of the stockholder:
330 South Street
------------------------------
P.O. Box 1975
------------------------------
Morristown, NJ 07962-1975
------------------------------
Page 50 of 67
Exhibit 7(d)
Conformed MBL Version
CONSENT AND VOTING/
-------------------
CONDITIONAL OPTION AGREEMENT
----------------------------
CONSENT AND VOTING/CONDITIONAL OPTION AGREEMENT, dated as of
August 2, 1995, between NATIONAL BROADCASTING COMPANY, INC., a Delaware
corporation ("Parent"), and the stockholder of Outlet Communications, Inc.,
------
a Delaware corporation (the "Company"), whose name and signature is set
-------
forth on the signature page hereof (the "Stockholder").
-----------
RECITALS
--------
The Company, Parent and CO Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent ("Parent Sub") are
----------
entering into an Agreement and Plan of Merger dated as of the date hereof
(the "Merger Agreement"; capitalized terms used but not defined herein
----------------
shall have the meanings set forth in the Merger Agreement), pursuant to
which, subject to the terms and conditions of the Merger Agreement, Parent
Sub will merge with and into the Company (the "Merger"), and each
------
outstanding share of Company Common Stock, other than shares owned by the
Company or Parent or certain of their respective affiliates, will be
converted into the right to receive $47.25 in cash, all as more fully set
forth in the Merger Agreement.
As of the date hereof, except as set forth on the signature page
hereof, the Stockholder is the record and beneficial owner of the number of
shares of Company Common Stock set forth on the signature page hereof (the
"Existing Shares" and, together with any shares of Company Common Stock
---------------
acquired after the date hereof, whether upon the exercise of warrants,
options, conversion of convertible securities or otherwise, the "Shares").
------
In accordance with Section 228 of the Delaware Law, the
Stockholder desires to grant the Stockholder's consent to the adoption and
approval of the Merger Agreement and the Merger without a meeting of
stockholders of the Company.
The Stockholder and Parent desire to set forth their agreement
with respect to the voting of the Shares in connection with the Merger and
the Stockholder desires to grant to Parent a conditional option, subject to
FCC consent if necessary, to acquire the Shares, upon the terms and subject
to the conditions set forth herein.
AGREEMENT
---------
Page 51 of 67
<PAGE>
To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
1. Delivery of Consent. Immediately following the execution and
-------------------
delivery of the Merger Agreement by the parties thereto, the Stockholder
shall execute and deliver to the Secretary of the Company a written consent
in the form of Exhibit A hereto.
2. Agreement to Vote. The Stockholder hereby agrees that, from
-----------------
and after the date hereof and until the Expiration Date (as defined in
Section 4), at any meeting of the stockholders of the Company, however
called, or in connection with any written consent of the stockholders of
the Company, and to the extent permitted by applicable law, the Stockholder
shall vote (or cause to be voted) or act by written consent with respect to
the Shares (a) in favor of adoption and approval of the Merger Agreement
and the Merger and the approval of the terms thereof and each of the other
actions contemplated by the Merger Agreement and this Agreement; (b)
against any action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement
of the Company contained in the Merger Agreement or of the Stockholder
contained in this Agreement; and (c) against any Competing Transaction or
any other action, agreement or transaction (other than the Merger Agreement
or the transactions contemplated thereby) that is intended, or could
reasonably be expected, to impede, interfere or be inconsistent with,
delay, postpone, discourage or materially adversely affect the Merger or
this Agreement, including, but not limited to: (i) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or its subsidiaries; (ii) a sale, lease
or transfer of a material amount of assets of the Company and its
subsidiaries or a reorganization, recapitalization or liquidation of the
Company or its subsidiaries; (iii) a material change in the policies or
management of the Company, except as otherwise agreed to in writing by
Parent; (iv) an election of new members to the board of directors of the
Company, except where the vote is cast in favor of the nominees of a
majority of the existing directors; (v) any material change in the present
capitalization or dividend policy of the Company or any amendment of the
Company's certificate of incorporation; or (vi) any other material change
in the Company's corporate structure or business. The Stockholder shall
not enter into any agreement or understanding with any person or entity
prior to the Expiration Date to vote or give instructions in any manner
inconsistent with clauses (a), (b) or (c) of the preceding sentence.
3. PROXY. THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS A
-----
TRUSTEE TO BE DESIGNATED BY PARENT, AND ANY SUCCESSOR TRUSTEE, THE
STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION)
TO VOTE OR ACT BY WRITTEN CONSENT, TO THE
Page 52 of 67
<PAGE>
FULL EXTENT PERMITTED BY APPLICABLE LAW, WITH RESPECT TO THE SHARES IN
ACCORDANCE WITH SECTION 2 HEREOF. THIS PROXY IS COUPLED WITH AN INTEREST
AND SHALL BE IRREVOCABLE, AND THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTION
OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE
INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY HIM
WITH RESPECT TO THE SHARES.
4. Expiration of Proxy. The proxy set forth in Section 3 hereof
-------------------
shall terminate on the Expiration Date. As used herein, the term
"Expiration Date" means the earlier of the Effective Time and the date
---------------
which is 360 days following the date hereof or such shorter period as may
be dictated by applicable law or FCC policy or regulation (unless extended
by the mutual written consent of Parent and the Stockholder).
5. Conditional Option. (a) The Stockholder hereby grants to
------------------
Parent an irrevocable option to purchase the Shares, on the terms and
subject to the conditions set forth herein, including but not limited to
the consent of the FCC, if required (the "Option").
------
(b) (i) The Option may be exercised by Parent, as a whole and
not in part, at any time on or after the earlier to occur of (A) the
termination, if any, of the Merger Agreement pursuant to the terms thereof
or otherwise and (B) such time as a permanent injunction or other order,
decree or ruling by any United States federal or state court of competent
jurisdiction or by any United States federal or state governmental,
regulatory or administrative agency or authority preventing the
consummation of the Merger shall have been issued, provided that the Option
--------
may not be exercised on any date after the 60th day following the
occurrence of the event specified in clause (A) above.
(ii) If Parent wishes to exercise the Option (the "Option
------
Purchase"), Parent shall send a written notice to the Stockholder of its
- --------
intention to exercise the Option, specifying the place, and, if then known,
the time and the date (the "Closing Date") of the closing (the "Closing")
------------ -------
of the purchase. The Closing Date shall not be less than 20 days (or such
longer period as may be required by applicable law or regulation) from the
date on which such notice is delivered or prior to such time as the
condition specified in Section 5(b)(iv)(E) below shall have been satisfied.
(iii) Following delivery of the exercise notice referred to in
Section 5(b)(ii) above, (x) the Stockholder shall promptly forward or cause
to be forwarded a copy of the exercise notice and of the terms of the
proposed Option Purchase to the Company and to the other Stockholders (as
defined in the Stockholders Agreement) in accordance with Section 5 of the
Stockholders Agreement, and (y) Parent shall extend an offer (which
complies with Section 5 of the Stockholders Agreement) to acquire shares
Page 53 of 67
<PAGE>
of Company Common Stock to such other Stockholders. The Stockholder
further agrees that, if the Option is exercised, the Stockholder shall
cause Section 19 of the Stockholders Agreement to be complied with prior to
the Closing.
(iv) The obligation of Parent or its designee to consummate the
Closing after exercise of the Option shall be subject to the satisfaction
or waiver by Parent of the following conditions:
(A) The provisions of Sections 5 and 19 of the Stockholders
Agreement, as such agreement is in effect on the date hereof, and the
other provisions of the Stockholders Agreement applicable to the
consummation of the transactions contemplated hereby, shall have been
complied with, and such agreement shall not have been amended,
supplemented or otherwise modified since the date hereof without the
consent of Parent.
(B) After giving effect to the Option Purchase and all other
purchases of shares of Company Common Stock theretofore made or made
concurrently therewith, Parent shall beneficially own a number of
shares of Company Common Stock sufficient to approve (without the
affirmative vote or consent of any stockholder of the Company other
than Parent and/or its designee) or to consummate pursuant to Section
253 of the Delaware Law a merger between Parent or another wholly
owned subsidiary of General Electric Company, a New York corporation
("GE"), and the Company pursuant to which the stockholders of the
--
Company (other than the Company, any direct or indirect subsidiary of
the Company, Parent or any other direct or indirect wholly owned
subsidiary of GE) will receive as consideration an amount of cash
consideration per share of Company Common Stock at least equal to
$47.25.
(C) The acquisitions of shares of Company Common Stock pursuant
to this Agreement and each other similar agreement between Parent and
a stockholder of the Company shall have been approved by the Board of
Directors of the Company for purposes of Section 203 of the Delaware
Law.
(D) The waiting periods applicable to the consummation of the
Option Purchase under the HSR Act shall have expired or been earlier
terminated.
(E) The FCC shall have issued a Final Order approving the FCC
Application, and such Final Order shall include the granting of such
waivers, if any, of the rules and regulations under the Communications
Act, as may be necessary to permit the purchase and sale contemplated
hereby. All the terms and conditions contained in the Final Order
required to be satisfied on or prior to the Closing shall have been
satisfied.
Page 54 of 67
<PAGE>
(F) No preliminary or permanent injunction or other order,
decree or ruling by any United States federal or state court of
competent jurisdiction or by any United States federal or state
governmental, regulatory or administrative agency or authority which
prevents the Option Purchase shall have been issued and remain in
effect.
(G) No statute, rule or regulation shall have been enacted by
any United States federal or state governmental, regulatory or
administrative agency or authority that makes the consummation of the
Option Purchase illegal or would otherwise prevent the consummation of
the Option Purchase.
(H) The representations and warranties of the Stockholder
contained herein shall have been true and correct in all material
respects as of the date hereof and shall be true and correct in all
material respects at and as of the Closing Date as if made at and as
of the Closing Date. The Stockholder shall have performed in all
material respects all of its covenants and obligations required to be
performed by it on or prior to the Closing Date hereunder.
(c) At the Closing, the Stockholder shall deliver to Parent (or
its designee) all of the Shares by delivery of a certificate or
certificates evidencing such Shares in the denominations designated by
Parent in its exercise notice delivered pursuant to Section 5(b)(ii), duly
endorsed to Parent or accompanied by stock powers duly executed in favor of
Parent, with all necessary stock transfer stamps affixed.
(d) At the Closing, the Purchaser shall deliver to the
Stockholder a wire transfer in immediately available funds to an account
designated by the Stockholder at least two business days prior to the
Closing Date (or, if such account is not so designated, by check or checks
in New York Clearing House (next-day funds)) in an amount equal to the
product of $47.25 and the number of Shares purchased hereunder.
6. Representation and Warranties of Parent. Parent represents
---------------------------------------
and warrants to the Stockholder as follows:
(a) Parent is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) Parent has the requisite corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder.
The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by
Parent's Board of Directors and no other corporate proceedings on the
part of Parent are necessary to authorize this Agreement and the
consummation of the transactions contemplated hereby.
Page 55 of 67
<PAGE>
This Agreement has been duly executed and delivered by Parent and
(assuming the valid authorization, execution and delivery of this
Agreement by the Stockholder) is a valid and binding obligation of
Parent, enforceable in accordance with its terms, except as affected
by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws relating to or affecting creditors'
rights generally and general equitable principles (whether considered
in a proceeding in equity or at law).
(c) The execution and delivery of this Agreement by Parent do
not, and the performance of this Agreement by Parent will not, (i)
conflict with or violate the Certificate of Incorporation or By-Laws
of Parent or any of its subsidiaries, (ii) conflict with or violate
any federal, state, local or foreign law, statute, ordinance, rule,
regulation, permit, order, judgment or decree (collectively, "Laws")
----
applicable to Parent or any of its subsidiaries or by which any of
their respective properties is bound, or (iii) conflict with, result
in any breach of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or require payment under, or result in the creation
of any lien, claim, security interest or other charge or encumbrance
(collectively, "Encumbrances") on any of the properties or assets of
------------
Parent or any of its subsidiaries pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which Parent or any of
its subsidiaries is a party or by which Parent or any of its
subsidiaries or any of their respective properties is bound, except
for any thereof that could not reasonably be expected to materially
impair the ability of Parent to perform its obligations hereunder or
to consummate the transactions contemplated hereby.
(d) The execution and delivery of this Agreement by Parent do
not, and the consummation of the purchase and sale of the Shares
hereunder by Parent will not, require Parent to obtain any consent,
approval, authorization or permit of, or to make any filing with or
notification to, any governmental or regulatory authority, domestic or
foreign ("Governmental Entity"), based on the Laws of any Governmental
-------------------
Entity, except (i) the Communications Act and the HSR Act; and (ii)
where the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications, could not
reasonably be expected to materially impair the ability of Parent to
perform its obligations hereunder or to consummate the transactions
contemplated hereby.
Page 56 of 67
<PAGE>
(e) There is no suit, action, investigation or proceeding
pending or, to the knowledge of the executive officers of Parent,
threatened against Parent or any of its subsidiaries at law or in
equity before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, or before any arbitrator of any
kind, that could reasonably be expected to materially impair the
ability of Parent to perform its obligations hereunder or to
consummate the transactions contemplated hereby, and there is no
judgment, decree, injunction, rule or order of any court, governmental
department, commission, board, bureau, agency, instrumentality or
arbitrator to which Parent or any of its subsidiaries is subject that
could reasonably be expected to materially impair the ability of
Parent to perform its obligations hereunder or to consummate the
transactions contemplated hereby.
(f) Parent and its affiliates have, and on the Closing Date
Parent will have, funds in an amount sufficient to consummate the
purchase and sale of the Shares contemplated hereunder and the
purchases and sales of Company Common Stock under each other similar
agreement between Parent and a stockholder of the Company.
7. Representation and Warranties of the Stockholder. The
------------------------------------------------
Stockholder represents and warrants to Parent as follows:
(a) If the Stockholder is a corporation, partnership or trust,
the Stockholder has been duly organized and is validly existing and in
good standing under the laws of the jurisdiction of its organization.
(b) If the Stockholder is a corporation, partnership or trust,
the Stockholder has all necessary corporate, partnership or trust
power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated
hereby. If the Stockholder is a corporation, partnership or trust,
the execution, delivery and performance of this Agreement by the
Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby have been duly authorized by all
necessary corporate, partnership or trust action on the part of the
Stockholder.
(c) This Agreement has been duly executed and delivered by the
Stockholder and (assuming the valid authorization, execution and
delivery of this Agreement by Parent) is a valid and binding
obligation of the Stockholder, enforceable in accordance with its
terms, except as affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating
to or affecting creditors' rights generally and
Page 57 of 67
<PAGE>
general equitable principles (whether considered in a proceeding in
equity or at law).
(d) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the
Stockholder will not, (i) if the Stockholder is a corporation,
partnership or trust, conflict with or violate the Certificate of
Incorporation or By-Laws, or other organizational documents, of the
Stockholder, (ii) conflict with or violate any Law applicable to the
Stockholder or by which any of its properties is bound, or (iii)
conflict with, result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, or require payment under,
or result in the creation of any Encumbrance on any of the properties
or assets of the Stockholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Stockholder is a party or
by which the Stockholder or any of its properties is bound, except
for any thereof that could not reasonably be expected to materially
impair the ability of the Stockholder to perform its obligations
hereunder or to consummate the transactions contemplated hereby.
(e) The execution and delivery of this Agreement by the
Stockholder do not, and the consummation of the purchase and sale of
the Shares hereunder by the Stockholder will not, require the
Stockholder to obtain any consent, approval, authorization or permit
of, or to make any filing with or notification to, any Governmental
Entity based on the Laws of any Governmental Entity, except (i) the
Communications Act and the HSR Act; and (ii) where the failure to
obtain such consents, approvals, authorizations or permits, or to make
such filings or notifications, could not reasonably be expected to
materially impair the ability of the Stockholder to perform its
obligations hereunder or to consummate the transactions contemplated
hereby.
(f) There is no suit, action, investigation or proceeding
pending or, to the knowledge of the Stockholder, threatened against
the Stockholder at law or in equity before or by any federal, state,
municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind, that could reasonably be expected to
materially impair the ability of the Stockholder to perform its
obligations hereunder or to consummate the transactions contemplated
hereby, and there is no judgment, decree, injunction, rule or order of
any court, governmental department, commission, board, bureau, agency,
Page 58 of 67
<PAGE>
instrumentality or arbitrator to which the Stockholder is subject that
could reasonably be expected to materially impair the ability of the
Stockholder to perform its obligations hereunder or to consummate the
transactions contemplated hereby.
(g) Except as set forth on the signature page hereof, the
Existing Shares are, and the Shares on the Closing Date will be, owned
beneficially and of record by the Stockholder. The Existing Shares
constitute all of the shares of Company Common Stock owned of record
or beneficially by the Stockholder. All of the Existing Shares are
issued and outstanding and, except as indicated on the signature page
hereto, the Stockholder does not own, of record or beneficially, any
warrants, options or other rights to acquire any shares of Company
Common Stock. If the Stockholder owns any such warrants, options or
other rights to acquire shares of Company Common Stock, such
Stockholder agrees, to the extent permitted by the terms thereof, to
exercise such warrants, options or other rights prior to Closing. The
Stockholder has sole voting power and sole power of disposition with
respect to all of the Existing Shares and will have sole voting power
and sole power of disposition with respect to all of the Shares on the
Closing Date, with no restrictions, other than those contained in the
Stockholders Agreement and subject to applicable federal securities
laws, on the Stockholder's rights of disposition pertaining thereto.
The Stockholder has good and valid title to the Existing Shares and on
the Closing Date will have good and valid title to the Shares, free
and clear of all Encumbrances, and, upon delivery thereof to Parent
against delivery of the consideration therefor pursuant to this
Agreement, good and valid title thereto, free and clear of all
Encumbrances (other than any arising as a result of actions taken or
omitted by Parent), will pass to Parent.
8. Investment Representations of the Stockholder. The
---------------------------------------------
Stockholder represents and warrants to, and agrees with, Parent as follows:
(a) The Stockholder has been given the opportunity to obtain any
additional information or documents and to ask questions and receive
answers about such documents, the Company and the business and
prospects of the Company which the Stockholder deems necessary to
evaluate the merits and risks related to the Stockholder's
determination to enter into this Agreement and to consummate the
transactions contemplated hereby.
(b) The Stockholder is an "accredited investor," as such term is
defined in Rule 501 under the Securities Act.
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<PAGE>
9. Agreements of the Stockholder. (a) The Stockholder hereby
-----------------------------
agrees, while this Agreement is in effect, and except as contemplated
hereby, not to (i) sell, transfer, pledge, encumber, assign or otherwise
dispose of, enforce or permit the execution of the provisions of any
redemption agreement with the Company or enter into any contract, option or
other arrangement or understanding with respect to or consent to the offer
for sale, sale, transfer, pledge, encumbrance, assignment or other
disposition of, any of the Existing Shares, or any Shares acquired after
the date hereof, or any interest in any of the foregoing, except to the
Parent, (ii) grant any proxies or powers of attorney, deposit any Shares
into a voting trust or enter into a voting agreement with respect to any
Shares or any cash or other property described in Section 11 hereof, or any
interest in any of the foregoing, except to the Parent, (iii) consent or
otherwise agree to any amendment, waiver or other modification of the
Stockholders Agreement or the Certificate of Incorporation or By-laws of
the Company or its subsidiaries without the prior written consent of Parent
or (iv) take any action that would make any representation or warranty of
the Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling the Stockholder from performing his obligations
under this Agreement, or that would otherwise hinder or delay the Parent
from acquiring a majority of the outstanding Company Common Stock,
determined on a fully diluted basis.
(b) The Stockholder hereby agrees, while this Agreement is in
effect, to notify promptly Parent of the number of any additional shares of
Company Common Stock acquired by the Stockholder, if any, after the date
hereof.
(c) The Stockholder hereby agrees, except with respect to Parent
and its affiliates, on or after the date hereof, that the Stockholder shall
not initiate, solicit or encourage, directly or indirectly, any inquiries
or the making of any proposal with respect to any matter described in
Section 9(a) hereof or any Competing Transaction, participate in any
negotiations concerning, or provide to any other person any information or
data relating to the Company or its subsidiaries for the purpose of, or
have any substantive discussions with, any person relating to, or otherwise
cooperate with or assist or participate in, or facilitate, any inquiries or
the making of any proposal which constitutes, or would reasonably be
expected to lead to, any effort or attempt by any other person to seek to
effect any matter described in Section 9(a) hereof or any Competing
Transaction, or agree to or endorse any Competing Transaction; provided
--------
that the foregoing provisions of this Section 9(c) shall not prohibit the
Stockholder from responding to requirements of, or requests from, any
governmental authority or regulatory body having authority over the
business or operations of the Stockholder. The Stockholder agrees
immediately to cease and cause to be terminated any existing activities,
discussions or negotiations with any parties
Page 60 of 67
<PAGE>
conducted heretofore with respect to any possible Competing Transactions or
any matter described in Section 9(a) hereof.
(d) Promptly following the execution hereof, the Stockholder
shall tender or cause to be tendered a copy of this Agreement to the
Company with a request that it be filed by the Company with the Secretary
of the FCC in conformity with Section 73.3613 of the FCC's rules.
10. Certain Covenants. (a) Parent hereby agrees that, in the
-----------------
event that Parent purchases shares of Company Common Stock pursuant to the
Option, it will propose to the Company a merger as promptly as reasonably
practicable thereafter, on terms and subject to conditions substantially
the same as those provided for in the Merger Agreement, between itself or
another wholly owned subsidiary of GE and the Company pursuant to which the
stockholders of the Company (other the Company, any direct or indirect
subsidiary of the Company, Parent or any other direct or indirect
subsidiary of the GE) will receive an amount of cash consideration per
share of Company Common Stock at least equal to $47.25.
(b) In the event that Parent exercises the Option pursuant to
Section 5, the Stockholder agrees that it will take all actions reasonably
requested by Parent to seek to cause the Stockholders Agreement to be
amended prior to the Closing, pursuant to a written instrument in form and
substance reasonably satisfactory to Parent, so that the rights of a member
of the Wesray Group (as defined in the Stockholders Agreement) under
Sections 6 and 7 of the Stockholders Agreement shall inure to the benefit
of any purchaser of the Company Common Stock owned by the Stockholder,
including without limitation by executing the foregoing instrument
providing for such amendment.
(c) In the event that, within one year from the date hereof,
Parent or another subsidiary of GE consummates a transaction pursuant to
which it acquires more than 50% of the outstanding Company Common Stock or
effects a merger or similar business combination with the Company pursuant
to which it acquires all of the Company Common Stock (any such transaction,
an "Alternate Transaction") and, in respect of any Alternate Transaction,
---------------------
the per share consideration paid to the largest number of stockholders of
the Company pursuant to the Alternate Transaction exceeds the purchase
price per Share hereunder pursuant to the Option Purchase (the amount of
such excess per share, the "Excess Consideration"), then Parent shall pay
--------------------
to the Stockholder promptly following the consummation of the Alternate
Transaction an amount in cash equal to the amount of the Excess
Consideration times the number of such Stockholder's Shares purchased
hereunder pursuant to the Option Purchase.
(d) If, solely as a result of an acquisition of shares of
Company Common Stock by Parent or any other subsidiary of GE,
Page 61 of 67
<PAGE>
the Company is required to make a Change of Control Offer (as defined in
the Indenture referred to below) pursuant to Section 1010 of the Indenture
pursuant to which on the date hereof the Company has issued and outstanding
$60 million aggregate principal amount of Senior Subordinated Notes due
July 15, 2003 (the "Notes"), as in effect on the date hereof (the
-----
"Indenture"), then, so long as such Change of Control Offer is made in
---------
accordance with the terms of the Indenture, Parent shall be obligated,
within five business days of the commencement of the Change of Control
Offer, to offer to purchase or to cause another Person to offer to purchase
from the Company on the Change of Control Payment Date (as defined in the
Indenture) indebtedness of the Company (i) in an aggregate principal amount
equal to the aggregate Repurchase Price of the Notes repurchased by the
Company on such Change of Control Payment Date pursuant to Section 1010 of
the Indenture and (ii) with terms, conditions, covenants and other
provisions substantially the same as the Notes.
11. Adjustment. If, between the date of this Agreement and the
----------
Closing, the Company Common Stock shall have been changed into a different
number of shares or a different class by reason of any stock dividend,
subdivision, reclassification, recapitalization, split, combination or
exchange of shares, the purchase price for the Shares hereunder shall be
correspondingly adjusted to reflect such event. If, between the date of
this Agreement and the Closing Date, the Company declares, pays or makes
any dividend or other distribution of any kind of cash or property on the
Company Common Stock, the Stockholder shall receive and hold such cash or
property for the benefit of the Parent and shall deliver such cash or
property, with appropriate instruments of transfer, if necessary, to the
Parent on the Closing Date (or, in the event of a payment date occurring
after the Closing Date, on the date such payment is received).
12. Licensee Control. Notwithstanding anything to the contrary
----------------
contained herein, without first obtaining the consent of the FCC through
grant of the FCC Application, Parent, its employees and agents shall not
directly or indirectly control, manage, supervise or direct, or attempt to
control, manage, supervise or direct, the Company or any of its broadcast
stations, and such control, management, supervision and direction shall be
the sole responsibility of and in the complete discretion of the Company.
13. Further Assurances. From time to time, at the other party's
------------------
request and without further consideration, each party hereto shall execute
and deliver such additional documents and take all such further action as
may be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement.
Page 62 of 67
<PAGE>
14. Survival. The covenants of the parties hereto, and the
--------
representations and warranties of the parties hereto, shall survive until
the earlier to occur of the Effective Time and the Closing.
15. Miscellaneous. (a) This Agreement (i) constitutes the
-------------
entire agreement among the parties with respect to the subject matter
hereof and supersedes all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter
hereof and (ii) shall not be assigned by operation of law or otherwise,
provided that Parent may assign its rights and obligations hereunder to any
- --------
direct or indirect wholly owned subsidiary of GE, but no such assignment
shall relieve Parent of its obligations hereunder. Subject to the
foregoing, this Agreement will be binding upon, inure to the benefit of,
and be enforceable by the parties hereto and their respective successors
(including any successor in interest by merger, sale of all or
substantially all of the assets or otherwise) and assigns.
(b) This Agreement may not be amended or supplemented, except
upon the execution and delivery of a written agreement executed by the
parties hereto. The Parent or the Stockholder may, from time to time,
waive, on such terms and conditions as the Parent or the Stockholder, as
the case may be, may specify in such instrument, any of the requirements of
this Agreement. Any such amendment shall be binding upon the parties
thereto and any such waiver shall be binding upon the Parent or the
Stockholder, as the case may be, executing the same. No such waiver shall
extend to any subsequent or other event or circumstance or impair any right
consequent thereon.
(c) All notices and other communications hereunder shall be in
writing and shall be deemed given (i) on the date delivered, if delivered
personally, (ii) on the first Business Day following the deposit thereof
with Federal Express, if sent by Federal Express, and (iii) on the fourth
Business Day following the mailing thereof with postage prepaid, if mailed
by registered or certified mail (return receipt requested), in each case to
the parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
(i) if to the Stockholder, to it at its address set forth on the
signature page hereof; and
(ii) if to the Parent, to it at:
National Broadcasting Company, Inc.
30 Rockefeller Center
New York, New York 10112
Attention: Senior Vice President and Chief
Financial Officer
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<PAGE>
with copies to:
National Broadcasting Company, Inc.
30 Rockefeller Center
New York, New York 10112
Attention: General Counsel
and
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Charles I. Cogut, Esq.
(d) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of
laws thereof.
(e) The parties agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of the
United States located in the State of New York or in the Chancery Courts of
the State of Delaware (and any appellate courts therefrom), this being in
addition to any other remedy to which they are entitled at law or in
equity. In addition, each of the parties hereto (a) consents to submit
itself to the personal jurisdiction of (i) the United States District Court
for the Southern District of New York in the event any dispute arises out
of this Agreement or any of the transactions contemplated by this Agreement
to the extent such court would have subject matter jurisdiction with
respect to such dispute and (ii) the Chancery Courts of the State of
Delaware otherwise, and (b) agrees that it will not attempt to deny or
defeat such personal jurisdiction or venue by motion or other request for
leave from any such court and (c) agrees that it will not bring any action
relating to this Agreement or any of the transactions contemplated by this
Agreement in any court other than such courts.
(f) This Agreement may be executed in two counterparts, each of
which shall be deemed to be an original, but both of which shall constitute
one and the same Agreement.
(g) The descriptive headings used herein are inserted for
convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
(h) If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of
Page 64 of 67
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law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in
any manner adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the fullest extent possible.
(i) If the FCC should determine that this Agreement is
inconsistent with Company's licensee obligations or is otherwise contrary
to FCC policies, rules and regulations, the parties shall reform this
Agreement in good faith and recast them in terms that are likely to cure
the defects perceived by the FCC and return a balance of benefits to both
parties comparable to the balance of benefits provided by this Agreement in
its current terms. If, after such good faith negotiations, either party
determines that recasting this Agreement to meet the defects perceived by
the FCC is impracticable, either party may terminate this Agreement without
further liability on 30 days' prior written notice. If termination shall
occur pursuant to this paragraph, such termination shall extinguish and
cancel this Agreement without further liability on the part of either party
to the other.
[Signatures appear on next page.]
Page 65 of 67
<PAGE>
IN WITNESS WHEREOF, Parent and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
NATIONAL BROADCASTING COMPANY, INC.
By:/s/ Richard Cotton
--------------------------------
Name: Richard Cotton
Title:
THE STOCKHOLDER:
MBL LIFE ASSURANCE CORPORATION
-----------------------------------
(Print Name)
By:/s/ Robert Budwick
--------------------------------
Name: Robert Budwick
Title: Executive Vice President
Number of Existing Shares:
2,135,000
---------------
Number of Existing Shares owned of
record by Stockholder:
2,085,000
---------------
Number of Existing Shares
beneficially owned by Stockholder:
2,135,000
---------------
Options, Warrants or other Rights:
___________________________________
___________________________________
___________________________________
___________________________________
(Insert Number and Describe)
Address:
520 Broad Street
-----------------------------------
Newark, New Jersey 07102-3111
-----------------------------------
___________________________________
Page 66 of 67
<PAGE>
EXHIBIT A
---------
STOCKHOLDER CONSENT
-------------------
Action Taken by the Written
Consent of Stockholders
of
Outlet Communications, Inc.
August 2, 1995
The undersigned stockholder of Outlet Communications, Inc., a
Delaware corporation (the "Corporation"), acting by written consent in lieu
-----------
of a meeting pursuant to Section 228 of the General Corporation Law of the
State of Delaware, hereby consents to the adoption of and adopts the
following resolution with respect to each share of the capital stock of the
Corporation owned of record by such stockholder on the date hereof:
RESOLVED, that the Merger Agreement, dated as of August 2, 1995
(the "Merger Agreement"), among the Corporation, National Broadcasting
----------------
Company, Inc., a Delaware corporation ("NBC"), and CO Acquisition
---
Corporation, a Delaware corporation and a wholly owned subsidiary of
NBC, a copy of which has been furnished to the stockholder, be, and it
hereby is, adopted and approved by the stockholder, and that the
Merger (as defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement be, and they hereby are, approved
and ratified in all respects.
MBL LIFE ASSURANCE CORPORATION
------------------------------
(Print Name)
By:/s/ Robert Budwick
---------------------------
Name: Robert Budwick
Title: Executive Vice
President
Number of Shares owned of
record: 2,085,000
-------------
Address of the stockholder:
502 Broad Street
------------------------------
Newark, New Jersey 07102-3111
------------------------------
------------------------------
Page 67 of 67
