VIACOM INC
SC 13D/A, EX-99, 2003-03-21
CABLE & OTHER PAY TELEVISION SERVICES
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                                  EXHIBIT 99.1
                                  ------------


                                VOTING AGREEMENT


     VOTING AGREEMENT, dated as of September 30, 1997 (this "Agreement"),  among
Patriot  American   Hospitality   Operating  Company,  a  Delaware   corporation
("PAHOC"),   Patriot  American   Hospitality   Operating   Company   Acquisition
Subsidiary,  a  Delaware  corporation  and a wholly  owned  subsidiary  of PAHOC
("Acquisition Sub"), Patriot American Hospitality,  Inc., a Delaware corporation
("Patriot")  (collectively,  PAHOC,  Acquisition Sub and Patriot are referred to
herein as the "Parties"), and Sumner M. Redstone and National Amusements,  Inc.,
a  Maryland   corporation   (each,  a   "Stockholder"   and   collectively   the
"Stockholders").

     WHEREAS,  as of the date  hereof  each  Stockholder  owns (i) of record and
beneficially,  the  number of shares of common  stock,  par value $.01 per share
(the "WHG Stock") of WHG Resorts & Casinos Inc., a Delaware corporation ("WHG"),
set forth in Column 1 of Exhibit A hereto and (ii) owns  beneficially but not of
record,  the  additional  shares of WHG Stock set forth in Column 2 of Exhibit A
hereto (all such shares and any shares  hereafter  acquired by the  Stockholders
prior to the  termination  of this  Agreement  being  referred  to herein as the
"Shares");

     WHEREAS, the Parties and WHG propose to enter into an Agreement and Plan of
Merger,  dated as of the date  hereof (as the same may be  amended  from time to
time, the "Merger Agreement"), which provides, upon the terms and subject to the
conditions  thereof,  for the merger of  Acquisition  Sub with and into WHG (the
"Merger"); and

     WHEREAS, as a condition to the willingness of the Parties to enter into the
Merger Agreement,  the Parties have requested that each Stockholder  agree, and,
in order  to  induce  the  Parties  to enter  into  the  Merger  Agreement,  the
Stockholders  have  agreed  to  grant  PAHOC  irrevocable  proxies  to vote  the
Stockholders' Shares subject to the terms set forth herein; and

     WHEREAS,  contemporaneously  with the  execution  of this  Agreement,  each
Stockholder has delivered to the Parties an affiliate letter.

     NOW,  THEREFORE,  in  consideration  of the  promises  and  of  the  mutual
agreements  and  covenants  set forth  herein and in the Merger  Agreement,  the
parties hereto agree as follows:


                                    ARTICLE I

               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

     Each Stockholder hereby represents and warrants to the Parties as follows:

     SECTION  1.01.  Due  Authority.  (a) Such  Stockholder  has full  power and
authority,  corporate or otherwise, to execute and deliver this Agreement and to
consummate the transactions  contemplated  hereby.  This Agreement has been duly
executed and delivered by or on behalf of such Stockholder and, assuming its due
authorization, execution and delivery by the Parties, constitutes a legal, valid
and binding obligation of such Stockholder, enforceable against such Stockholder
in  accordance  with  its  terms,  subject  to  the  effect  of  any  applicable
bankruptcy,  reorganization,  insolvency,  moratorium or similar laws  affecting
creditors' rights generally and subject, as to enforceability,  to the effect of
general  principals  of equity  (regardless  of whether such  enforceability  is
considered in proceeding in equity or at law).
<PAGE>

               (b)  There  is  no  beneficiary  or  holder  of  a  voting  trust
certificate or other interest of any trust of which such  Stockholder is trustee
whose consent is required for the  execution  and delivery of this  Agreement or
the consummation of the transactions contemplated hereby.

     SECTION 1.02. No Conflict; Consents. (a) The execution and delivery of this
Agreement by such  Stockholder does not, and the performance of the transactions
contemplated  by this Agreement by such  Stockholder  and the compliance by such
Stockholder  with any provisions  hereof shall not, (i) conflict with or violate
any  law,  rule,  regulation,  order,  judgment  or  decree  applicable  to such
Stockholder or by which such Stockholder's  Shares are bound, (ii) conflict with
or violate the  Stockholder's  certificate of  incorporation or by-laws or other
organizational document, if applicable to such Stockholder,  (iii) 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  result in the
creation of a lien or encumbrance on any of such  Stockholder's  Shares pursuant
to, any note, bond, mortgage,  indenture,  contract,  agreement, lease, license,
permit, franchise or other instrument or obligation to which such Stockholder is
a party or by which such Stockholder or such Stockholder's  Shares are bound, or
(iv) violate any order, writ, injunction, decree, judgment, order, statute, rule
or  regulation  applicable  to such  Stockholder  or any of  such  Stockholder's
Shares.

               (b)  The  execution  and  delivery  of  this  Agreement  by  such
Stockholder do not, and the  performance  of this Agreement by such  Stockholder
shall not, require any consent, approval,  authorization or permit of, or filing
with or notification  to, any  governmental or regulatory  authority  except for
applicable  requirements,  if any, of the  Securities  Exchange Act of 1934,  as
amended,  and except  where the  failure  to obtain  such  consents,  approvals,
authorizations or permits,  or to make such filings or notifications,  would not
prevent or delay the  performance by such  Stockholder of his or her obligations
under this Agreement in any material respect.

     SECTION 1.03.  Title to Shares.  (a) Such Stockholder is (i) the record and
beneficial  owner of the  number of shares of WHG Stock set forth in Column 1 of
Exhibit A hereto  free and clear of any proxy or voting  restriction  other than
pursuant  to this  Agreement  and (ii) the  beneficial  owner of the  additional
number of shares of WHG Stock set forth in Column 2 of Exhibit A hereto free and
clear of any proxy or voting  restriction other than pursuant to this Agreement.
The  Shares  set forth  opposite  such  Stockholder's  name on  Exhibit A hereto
constitute  all of the shares of WHG Stock  owned of record or  beneficially  by
such Stockholder.

               (b) Such  Stockholder has sole power of disposition  with respect
to all the Shares set forth opposite such Stockholder's name on Exhibit A hereto
and the sole  voting  power with  respect to the matters set forth in Article II
hereof,  in each case with respect to all of the Shares set forth  opposite such
Stockholder's  name on Exhibit A hereto,  with no  restrictions  on such rights,
subject to any agreements pursuant to which margin loans have been obtained.

     SECTION  1.04.  No  Encumbrances.   Such   Stockholder's   Shares  and  the
certificates  representing  such Shares are now and at all times during the term
hereof will be held by such  Stockholder,  or by a nominee or custodian  for the
benefit  of such  Stockholder,  free and clear of all  liens,  claims,  security
interests, proxies, voting trusts or agreements,  understandings or arrangements
or any other  encumbrances  whatsoever  except for  proxies  arising  under this
Agreement  and any interest  granted in  connection  with the  margining of such
Stockholder's Shares.

<PAGE>


     SECTION 1.05.  Acknowledgment of Reliance. Such Stockholder understands and
acknowledges that the Parties are entering into the Merger Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.

     SECTION  1.06.  Brokers.  The Parties  shall not be  obligated or otherwise
liable for any broker's,  finder's,  financial adviser's or other similar fee or
commission in connection with the  transactions  contemplated  hereby based upon
arrangements made by or on behalf of any Stockholder.


                                   ARTICLE II

                          TRANSFER AND VOTING OF SHARES

     SECTION 2.01.  Transfer of Shares.  During the Proxy Term each  Stockholder
shall not (a) deposit  such  Stockholder's  Shares into a voting  trust or enter
into a voting  agreement or arrangement with respect to such Shares or grant any
proxy or power of attorney  with  respect  thereto,  or (b) take any action that
would  have  the  effect  of  preventing  or  disabling  such  Stockholder  from
performing such Stockholder's obligations under this Agreement.

     SECTION 2.02. Voting of Shares;  Further Assurances.  (a) Each Stockholder,
by this Agreement,  with respect to those Shares that such Stockholder currently
owns of record,  does hereby  constitute  and appoint  PAHOC,  or any nominee of
PAHOC,  with full power of substitution,  during and for the Proxy Term, as such
Stockholder's  true and lawful attorney and irrevocable  proxy,  for and in such
Stockholder's  name,  place  and  stead,  to vote  each of such  Shares  as such
Stockholder's  proxy,  at  every  meeting  of  the  stockholders  of  WHG or any
adjournment  thereof  or  in  connection  with  any  written  consent  of  WHG's
stockholders,  (i) in favor of the adoption of the Merger Agreement and approval
of the Merger and the other  transactions  contemplated by the Merger Agreement,
(ii) against (x) any Acquisition Proposal, as that term is defined in the Merger
Agreement,  and any proposal for any action or agreement  that would result in a
breach of any covenant,  representation  or warranty or any other  obligation or
agreement  of WHG under the Merger  Agreement or which is  reasonably  likely to
result in any of the conditions of WHG's  obligations under the Merger Agreement
not being  fulfilled  and (y) any change in the  directors of WHG, any change in
the present  capitalization  of WHG or any  amendment  to WHG's  certificate  of
incorporation or bylaws, any other material change in WHG's corporate  structure
or  business,  or any  other  action  which in the  case of each of the  matters
referred to in this clause (y) could reasonably be expected to impede, interfere
with,   delay,   postpone  or  materially   adversely  affect  the  transactions
contemplated  by the Merger  Agreement or the  likelihood  of such  transactions
being  consummated,  and  (iii) in  favor  of any  other  matter  necessary  for
consummation of the  transactions  contemplated by the Merger Agreement which is
considered  at any such  meeting  of  stockholders  or in such  consent,  and in
connection therewith to execute any documents which are necessary or appropriate
in order to  effectuate  the  foregoing,  including the ability for PAHOC or its
nominees to vote such Shares directly. Each Stockholder intends this proxy to be
irrevocable  and  coupled  with an  interest  during  the Proxy  Term and hereby
revokes any proxy  previously  granted by such  Stockholder with respect to such
Stockholder's Shares.

               (b) Each Stockholder  hereby further agrees,  with respect to any
Shares not voted pursuant to paragraph (a) above,  including without  limitation
any Shares owned beneficially but not of record by such Stockholder, that during
the Proxy Term, at any meeting of  stockholders of WHG,  however  called,  or in
connection  with any written  consent of WHG's  stockholders,  such  Stockholder
shall vote (or cause to be voted)  all Shares  whether or not owned of record or
beneficially by such Stockholder except as specifically  requested in writing by
PAHOC in advance, (i) in favor of the adoption of the Merger



<PAGE>


Agreement and approval of the Merger and the other transactions  contemplated by
the Merger Agreement, (ii) against (x) any Acquisition Proposal, as that term is
defined in the Merger  Agreement,  and any  proposal for any action or agreement
that would result in a breach of any covenant, representation or warranty or any
other  obligation  or  agreement  of WHG under the Merger  Agreement or which is
reasonably  likely to result in any of the conditions of WHG's obligations under
the Merger  Agreement not being  fulfilled or (y) any change in the directors of
WHG, any change in the present  capitalization  of WHG or any amendment to WHG's
certificate  of  incorporation  or bylaws,  any other  material  change in WHG's
corporate  structure or business,  or any other action which in the case of each
of the matters  referred to in this clause (y) could  reasonably be expected to,
impede,  interfere  with,  delay,  postpone or materially  adversely  affect the
transactions  contemplated  by the Merger  Agreement or the  likelihood  of such
transactions being consummated, and (iii) in favor of any other matter necessary
for consummation of the transactions  contemplated by the Merger Agreement which
is considered  at any such meeting of  stockholders  or in such consent,  and in
connection therewith to execute any documents which are necessary or appropriate
in order to effectuate the foregoing.

               (c) For the purposes of this  Agreement,  "Proxy Term" shall mean
the period from the  execution  of this  Agreement  until the earlier of (i) the
termination  of the Merger  Agreement  pursuant to Section 11.1;  (ii) March 31,
1998, or (iii) the  termination  of this  Agreement in  accordance  with Section
2.02(e).

               (d) During the Proxy Term,  each  Stockholder  shall perform such
further  acts  and  execute  such  further  documents  and  instruments  as  may
reasonably be required to carry out the provisions of this Agreement.

               (e)  Notwithstanding  any  other  provision  of  this  Agreement,
Stockholders  may terminate  this  agreement by joint written  notice to Patriot
following  (i) the making of a  Stockholder  Superior  Proposal  to the Board of
Directors of WHG; or (ii) within ten  business  days after the date on which the
Average  Closing Price of a Paired Share is less than $19.50 per Share.  For the
purposes of this  Agreement,  a "Stockholder  Superior  Proposal" means any bona
fide  Acquisition  Proposal made after the date hereof in writing,  the terms of
which provide for the stockholders of WHG to receive value superior to the value
to be received under the proposed  Merger  Agreement,  and the "Average  Closing
Price"  shall mean the  average  per share  closing  price of a Paired  Share as
reported on the NYSE over the ten (10) trading days  immediately  preceding  the
day of any determination.

     SECTION 2.03.  Certain Events.  Each Stockholder agrees that this Agreement
and the  obligations  hereunder  shall attach to such  Stockholder's  Shares and
shall be  binding  upon any  person  or  entity  to  which  legal or  beneficial
ownership of such Shares shall pass,  whether by operation of law or  otherwise,
including without limitation such Stockholder's heirs, guardians, administrators
and successors.

     SECTION  2.04.   Non-Transferability  of  Restrictions.   Nothing  in  this
Agreement shall prohibit the Stockholders  from disposing of any of their Shares
free and clear from the  restrictions in this  Agreement,  or from pledging such
Shares in connection with the receipt of margin loans or otherwise.


<PAGE>


                                   ARTICLE III

                               GENERAL PROVISIONS

     SECTION  3.01.  Severability.  If any  term  or  other  provision  of  this
Agreement  is  determined  by any  appropriate  court to be 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  materially  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 to the fullest extent permitted by applicable law
in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.

     SECTION 3.02.  Entire  Agreement.  This  Agreement  constitutes  the entire
agreement of the parties and supersedes all prior  agreements and  undertakings,
both written and oral, between the parties,  or any of them, with respect to the
subject matter hereof.

     SECTION 3.03.  Amendments.  This  Agreement  may not be modified,  amended,
altered or  supplemented,  except upon the  execution  and delivery of a written
agreement executed by the parties hereto.

     SECTION 3.04. Assignment. This Agreement shall not be assigned by operation
of law or otherwise.

     SECTION 3.05. Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied,  is  intended to or shall  confer upon any person any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

     SECTION  3.06.  Specific   Performance.   The  parties  hereto  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 was
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions and other equitable remedies to prevent breaches
of this Agreement and to enforce specifically the terms and provisions hereof in
any  Delaware  Court (as  defined  below),  this being in  addition to any other
remedy to which they are entitled at law or in equity.  Any requirements for the
securing or posting of any bond with respect to such remedy are hereby waived by
each of the parties hereto.

     SECTION  3.07.  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance with the laws of the State of Delaware without regard to
its rules of  conflict  of laws.  Each of the  parties  hereby  irrevocably  and
unconditionally  consents to submit to the exclusive  jurisdiction of the courts
of the State of  Delaware  and of the United  States of  America  located in the
State of Delaware (the "Delaware  Courts") for any litigation  arising out of or
relating to this Agreement and the transactions  contemplated hereby (and agrees
not to commence any litigation  relating thereto except in such courts),  waives
any  objection  to the laying of venue of any such  litigation  in the  Delaware
Courts  and  agrees  not to  plead  or claim in any  Delaware  Court  that  such
litigation brought therein has been brought in any inconvenient forum.

     SECTION 3.08.  Counterparts.  This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed  shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

<PAGE>

     SECTION 3.09.  Definitions.  Terms used in this Agreement and not otherwise
defined herein shall have the meanings set forth in the Merger Agreement.

     SECTION 3.10.  Patriot and PAHOC agree to either, at their option, (i) take
such  actions  reasonably  necessary to register the shares of Patriot and PAHOC
stock received by the Stockholders in the merger for resale pursuant to the Form
S-4 or (ii) promptly after the Effective Time,  register such shares pursuant to
a  registration  statement  on Form S-3.  Patriot and PAHOC shall  maintain  the
effectiveness  of any  such  registration  statement  (subject  to the  right of
Patriot and PAHOC to convert to a Form S-3 registration from the Form S-4 at any
time and subject to customary blackout  provisions) until the earlier of (i) the
first  anniversary  of the  Effective  Time or (ii) the date that neither of the
Stockholders owns any such shares.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                              PATRIOT AMERICAN HOSPITALITY OPERATING COMPANY


                              By:
                                   --------------------------------------------
                                   Name:
                                   Title:



                              PATRIOT AMERICAN HOSPITALITY OPERATING COMPANY
                              ACQUISITION SUBSIDIARY


                               By:
                                   --------------------------------------------
                                   Name:
                                   Title:



                              PATRIOT AMERICAN HOSPITALITY, INC.


                              By:
                                   --------------------------------------------
                                   Name:
                                   Title:





                              NATIONAL AMUSEMENTS, INC.


                              By:
                                   --------------------------------------------
                                   Name:
                                   Title:




                                   --------------------------------------------
                                   Sumner M. Redstone





<PAGE>



<TABLE>
<CAPTION>
                                    EXHIBIT A
                                   -----------



<S>                       <C>                          <C>
                          Number of Shares of WHG       Number of Shares of WHG
                           Stock Owned of Record       Stock Owned Beneficially
Name and Address            and Beneficially               But Not of Record
of Stockholder                by Stockholder                 by Stockholder


National Amusements, Inc.         0 Common                   870,975 Common

Sumner M. Redstone                0 Common                   858,450 Common

</TABLE>



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