HERITAGE MEDIA CORP
S-8, 1996-03-14
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<PAGE>

     As Filed With The Securities And Exchange Commission on March __, 1996

                                                      Registration No. 33-      

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              --------------------

                           HERITAGE MEDIA CORPORATION 

               (Exact name of issuer as specified in its charter)

               Iowa                                   42-1299303
     (State of incorporation)             (I.R.S. employer identification no.)

         One Galleria Tower                             75240
    13355 Noel Road, Suite 1500                       (Zip code)
            Dallas, Texas 
(Address of principal executive office)

                              --------------------

           DIMAC Corporation's 1994 Stock Option and Stock Award Plan
                            (Full title of the plan)


                   James P. Lehr                       Bruce H. Hallett
      Senior Vice President--Chief Accounting      Crouch & Hallett, L.L.P.
            and Administration Officer               717 N. Harwood Street
            Heritage Media Corporation                    Suite 1400
                One Galleria Tower                   Dallas, Texas  75201
            13355 Noel Road, Suite 1500                 (214) 953-0053
               Dallas, Texas  75240
                  (214) 702-7380

         (Names, addresses and telephone numbers, including area codes,
                             of agents for service)

                              --------------------

APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:  Sales
to the optionees of securities proposed to be registered hereunder will occur
from time to time after the effective date of this Registration Statement.

                              --------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                 PROPOSED MAXIMUM       PROPOSED MAXIMUM
TITLE OF SECURITIES        AMOUNT TO BE              OFFERING                AGGREGATE                AMOUNT OF
 TO BE REGISTERED           REGISTERED           PRICE PER SHARE          OFFERING PRICE          REGISTRATION FEE*
- -------------------        ------------          ----------------       ----------------          -----------------
     <S>                     <C>                      <C>                      <C>                         <C>
Class A Common Stock,
$0.01 par value            298,232 Shs.               $36.75               $10,960,026                   $3,780
</TABLE>

- -------------------------------------------------------------------------------

* Estimated solely for purposes of calculating the registration fee, which has
been computed in accordance with Rule 457, based on the average high and low
prices of the registrant's Common Stock on March 4, 1996, as reported on the
American Stock Exchange.

<PAGE>

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.


     The documents listed (i) through (iii) below are hereby incorporated by 
reference into this Registration Statement.  All documents subsequently filed 
by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 (the "1934 Act") prior to filing of a 
post-effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from 
the date of filing of such documents.

     (i)  The registrant's latest annual report filed pursuant to Section 13 
or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 
424(b) or (c) under the Securities Act of 1933 (the "1933 Act"), which 
contains, either directly or by incorporation by reference, certified 
financial statements for the registrant's latest fiscal year for which such 
statements have been filed.

     (ii)  All other reports filed pursuant to Section 13(a) and 15(d) of the 
1934 Act since the end of the fiscal year covered by the annual reports or 
the prospectus referred to in (i) above.

     (iii)  The description of the registrant's Common Stock which is 
contained in a registration statement on Form 8-A filed under the 1934 Act, 
including any amendment or report filed for the purpose of updating such 
description.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Sections 851 and 856 of the Iowa Business Corporation Act provide that a 
corporation has the power to indemnify its directors and officers against 
liabilities and expenses incurred by reason of such person serving in the 
capacity of director or officer, if such person has acted in good faith and 
in a manner reasonably believed by the individual to be in or not opposed to 
the best interests of the corporation, and in any criminal proceeding if such 
person had no reasonable cause to believe the individual's conduct was 
unlawful.  The foregoing indemnity provisions notwithstanding, in the case of 
actions brought by or in the right of the corporation, 


                                      -1-

<PAGE>

no indemnification shall be made to such director or officer with respect to 
any matter as to which such individual has been adjudged to be liable to the 
corporation unless, and only to the extent that, the adjudicating court 
determines that indemnification is proper under the circumstances.

     Article XIII, Section 1 of the registrant's Amended and Restated 
Articles of Incorporation and Article III, Section 13, Subsection 1 of the 
registrant's By-laws provide that no director shall be liable to the 
registrant or its shareholders for monetary damages for breach of fiduciary 
duty as a director, provided that the liability of a director is not 
eliminated or limited (i) for any breach of the director's duty of loyalty to 
the registrant or its shareholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or knowing violation of law, 
(iii) any transaction from which such director derived an improper personal 
benefit, and (iv) under Section 833 of the Iowa Business Corporation Act.

     Article XIII, Section 2 of the registrant's Amended and Restated 
Articles of Incorporation and Article III, Section 13, Subsection 1 of the 
registrant's By-laws provide, in general, that the registrant shall indemnify 
its directors and officers under the circumstances defined in Sections 851 
and 856 of the Iowa Business Corporation Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

      4(a)     DIMAC Corporation's 1994 Stock Option and Stock Award Plan and
               related forms of stock option agreements (filed herewith).

      5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).

     23(a)     Consent of KPMG Peat Marwick LLP (filed herewith)

     23(b)     Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).

ITEM 9.  UNDERTAKINGS.

               (1)  The undersigned registrant hereby undertakes:

                    (a)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this 


                                      -2-

<PAGE>

               registration statement to include any material information 
               with respect to the plan of distribution not previously 
               disclosed in the registration statement or any material change 
               to such information in the registration statement; and

                    (b)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each such post-effective
               amendment shall be deemed to be a new registration statement
               relating to the securities offered therein, and the offering of
               such securities at the time shall be deemed to be the initial
               bona fide offering thereof; and

                    (c)  To remove from registration by means of a
               post-effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

               (2)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, each 
filing of the registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to Section 15(d) 
of the Securities Exchange Act of 1934) that is incorporated by reference in 
the registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

               (3)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the certificate of 
incorporation or bylaws of the registrant or otherwise, the registrant has 
been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Act and is, 
therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of 
expenses incurred or paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or proceeding) is 
asserted by such director, officer or controlling person in connection with 
the securities being registered, the registrant will, unless in the opinion 
of its counsel the matter has been settled by controlling precedent, submit 
to a court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.


                                      -3-

<PAGE>

                                  SIGNATURES


               Pursuant to the requirements of the Securities Act of 1933, as 
amended, the registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and has duly 
caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Dallas and the State 
of Texas, on the ______ day of March, 1996.

                                        HERITAGE MEDIA CORPORATION

                                        By ___________________________________
                                             James P. Lehr, Senior Vice
                                             President--Chief Accounting and
                                             Administration Officer


               Pursuant to the requirements of the Securities Act of 1933, as 
amended, this registration statement has been signed below by the following 
persons in the capacities and on March ______, 1996.

<TABLE>
<CAPTION>
SIGNATURE                                 TITLE
- ---------                                 -----
<S>                                          <C>


__________________________                Chairman of the Board
James M. Hoak, Jr.                        and Director


__________________________                President and Director
David N. Walthall                         (Principal Executive Officer)


__________________________                Executive Vice President - Chief
Douglas N. Woodrum                        Financial Officer (Principal 
                                          Financial Officer)

__________________________                Senior Vice President--Chief
James P. Lehr                             Accounting and Administration
                                          Officer (Principal Accounting 
                                          Officer)


__________________________                Director
James S. Cownie


                                     II-1

<PAGE>

__________________________                Director
Joseph M. Grant


__________________________                Director
Clark A. Johnson


__________________________                Director
Alan R. Kahn


</TABLE>




























                                    II-2

<PAGE>

                                   INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                 Sequentially
    Exhibit                                                                        Numbered
    Number                       Description of Exhibits                             Page
    ------                       -----------------------                         -----------
<S>            <C>                                                               <C>
      4(a)     DIMAC Corporation's 1994 Stock Option and Stock Award Plan and
               related forms of stock option agreements (filed herewith).

      5        Opinion of Crouch & Hallett, L.L.P. (filed herewith).

     23(a)     Consent of KPMG Peat Marwick LLP (filed herewith).

     23(b)     Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).
</TABLE>

<PAGE>





                                 EXHIBIT 4(a)


                               DIMAC CORPORATION
                   1994 STOCK OPTION AND STOCK AWARD PLAN
                                     and
                    RELATED FORM OF STOCK OPTION AGREEMENT






<PAGE>


                                DIMAC CORPORATION
                     1994 STOCK OPTION AND STOCK AWARD PLAN



     1.   PURPOSE.  The purpose of the DIMAC Corporation 1994 Stock Option and
Stock Award Plan (the "Plan") is to maintain the ability of DIMAC Corporation
(the "Company") to attract and retain highly qualified and experienced employees
and to give such employees a continued proprietary interest in the success of
the Company.  Pursuant to the Plan, such employees will be offered the
opportunity to acquire common stock through the grant of options, the award of
restricted stock under the Plan, bonuses payable in stock or a combination
thereof.

          As used herein, the term "subsidiary" shall mean any present or future
corporation which is or would be a "subsidiary corporation" of the Company as
the term is defined in Section 424(f) of the Internal Revenue Code of 1986, as
amended from time to time (the "Code").  References to the "Exchange Act" are to
the Securities Exchange Act of 1934, as it may be amended from time to time.

     2.   ADMINISTRATION OF THE PLAN.  The Plan shall be administered by a
compensation committee (the "Compensation Committee") as appointed from time to
time by the Board of Directors of the Company (the "Board"), which Compensation
Committee shall consist of not less than two (2) members of the Board; none of
such members of the Compensation Committee shall be eligible to be granted
options or stock appreciation rights or awarded restricted stock or bonuses
payable in Common Stock under the Plan.  No member of the Board shall be
appointed to the Compensation Committee who has been granted an option or stock
appreciation right or awarded restricted stock or bonuses payable in Common
Stock under the Plan within one year prior to appointment.  A majority of the
members of the Compensation Committee shall constitute a quorum.  The vote of a
majority of a quorum shall constitute action by the Compensation Committee.

          In administering the Plan, the Committee may adopt rules and
regulations for carrying out the Plan.  The interpretation and decision with
regard to any question arising under the Plan made by the Committee shall be
final and conclusive on all employees of the Company and its subsidiaries
participating or eligible to participate in the Plan.  The 



<PAGE>

Committee may consult with counsel, who may be of counsel to the Company, and 
shall not incur any liability for any action taken in good faith in reliance 
upon the advice of counsel.  The Committee shall determine the employees to 
whom, and the time or times at which, grants or awards shall be made and the 
number of shares to be included in the grants or awards.  Within the 
limitations of the Plan, the number of shares for which options will be 
granted from time to time and the periods for which the options will be 
outstanding will be determined by the Committee.

          Each option or stock or other awards granted pursuant to the Plan
shall be evidenced by an Option Agreement or Award Agreement (the "Agreement"). 
The Agreement shall not be a precondition to the granting of options or stock or
other awards; however, no person shall have any rights under any option or stock
or other awards granted under the Plan unless and until the optionee to whom
such option or stock or other award shall have been granted shall have executed
and delivered to the Company an Agreement.  The Committee shall prescribe the
form of all Agreements.  A fully executed original of the Agreement shall be
provided to both the Company and the recipient of the grant.  

          It is the intent of the Company that this Plan and options, stock and
other awards hereunder satisfy, and be interpreted in a manner that, in the case
of employees who have been granted an option or awarded stock under the Plan
("Participants") who are or may be subject to Section 16 of the Exchange Act
("Insiders"), satisfies the applicable requirements of Rule 16b-3 of the
Exchange Act, so that such persons will be entitled to the benefits of Rule 16b-
3, or other exemptive rules under such Section 16, and will not be subjected to
avoidable liability thereunder.  If any provision of this Plan or of any option,
stock or other award would otherwise frustrate or conflict with the intent
expressed in this Paragraph 2, that provision to the extent possible shall be
interpreted and deemed amended so as to avoid such conflict.  To the extent of
any remaining irreconcilable conflict with such intent, such provision shall be
deemed void as applicable to Insiders.

     3.   SHARES OF STOCK SUBJECT TO THE PLAN.  The total number of shares that
may be optioned or awarded under the Plan is 909,482 shares of the $0.01 par
value common stock of the Company (the "Common Stock") except that said number
of shares shall be adjusted as provided in Paragraph 13.  No employee shall
receive, over the term of the Plan, awards of 



                                    -2-


<PAGE>

restricted stock for more than 250,000 shares of Common Stock or awards in 
the form of stock appreciation rights or options, whether incentive stock 
options or options other than incentive stock options, to purchase more than 
500,000 shares of Common Stock. Any shares subject to an option which for any 
reason expires or is terminated unexercised and any restricted stock which is 
forfeited may again be optioned or awarded under the Plan; provided, however, 
that forfeited shares shall not be available for further awards if the 
employee has realized any benefits of ownership from such shares.  Shares 
subject to the Plan may be either authorized and unissued shares or issued 
shares acquired by the Company or its subsidiaries.

     4.   ELIGIBILITY.  Key salaried employees, including officers, of the
Company and its subsidiaries (but excluding non-employee directors) are eligible
to be granted options and awarded restricted stock under the Plan and to have
their bonuses payable in stock.  The employees who shall receive awards or
options under the Plan shall be selected from time to time by the Committee, in
its sole discretion, from among those eligible, which may be based upon
information furnished to the Committee by the Company's management, and the
Committee shall determine, in its sole discretion, the number of shares to be
covered by the award or awards and by the option or options granted to each such
employee selected.

     5.   DURATION OF THE PLAN.  No award or option may be granted under the
Plan after more than ten years from the date the Plan is adopted by the Board or
the date the Plan receives shareholder approval, whichever is earlier, but
awards or options theretofore granted may extend beyond that date.

     6.   TERMS AND CONDITIONS OF STOCK OPTIONS.  All options granted under this
Plan shall be either incentive stock options, as defined in Section 422 of the
Code, or options other than incentive stock options.  Each such option shall be
subject to all the applicable provisions of the Plan, including the following
terms and conditions, and to such other terms and conditions not inconsistent
therewith as the Committee shall determine.

          (a)  The option price per share shall be determined by the Committee.
     However, subject to Paragraph 6(k), the option price of incentive stock
     options and other than incentive stock options shall not be less than 100%
     of the fair market value of a share of Common Stock at the time the option
     is granted except that, the initial 



                                    -3-


<PAGE>

     grant of options shall be at the initial public offering price of the 
     Common Stock.  For purposes of the Plan, the fair market value shall be 
     the mean between the highest and lowest prices at which the Common Stock 
     is traded on the American Stock Exchange or any successor thereto on the 
     relevant date.  If there is no sale of the Common Stock on such exchange 
     on the date the option is granted, the mean between the bid and asked 
     prices on such exchange at the close of the market on such date shall be 
     deemed to be the fair market value of the Common Stock.

          (b)  Each option shall be exercisable during and over such period
     ending not later than ten years from the date it was granted, as may be
     determined by the Committee and stated in the Agreement.

          (c)  Unless otherwise provided in the Agreement, no option shall be
     exercisable within six months from the date of the granting of the option.
     An option shall not be exercisable with respect to a fractional share of
     Common Stock or with respect to the lesser of fifty (50) shares or the full
     number of shares then subject to the option.  No fractional shares of
     Common Stock shall be issued upon the exercise of an option.  If a
     fractional share of Common Stock shall become subject to an option by
     reason of a stock dividend or otherwise, the optionee shall not be entitled
     to exercise the option with respect to such fractional share.

          (d)  Each option shall state whether it will or will not be treated as
     an incentive stock option.

          (e)  Each option may be exercised by giving written notice to the
     Company specifying the number of shares to be purchased, which shall be
     accompanied by payment in full including applicable taxes, if any. 
     Payment, except as provided in the Agreement, shall be

               (A)  in United States dollars by check or bank draft, or

               (B)  by tendering to the Company Common Stock shares already
          owned for at least six months by the person exercising the option,
          which may include shares received as the result of a prior exercise of
          the option, and having a fair market value, as determined in Paragraph
          6(a), on the 



                                    -4-


<PAGE>

          date on which the option is exercised equal to the cash exercise 
          price applicable to such option, or

               (C)  by a combination of United States dollars and Common Stock
          shares as aforesaid, or

               (D)  in accordance with a cashless exercise program under which,
          if so instructed by the optionee, shares of Common Stock may be issued
          directly to the optionee's broker or dealer upon receipt of the
          purchase price in cash from the broker or dealer.  

          No optionee shall have any rights to dividends or other rights of a
     shareholder with respect to shares of Common Stock subject to his or her
     option until he or she has given written notice of exercise of his or her
     option and paid in full for such shares.

          (f)  Notwithstanding the foregoing, the Committee may, in its sole
     discretion, grant to a grantee of an option the right (hereinafter referred
     to as a "stock appreciation right") to elect, in the manner described
     below, in lieu of exercising his or her option for all or a portion of the
     shares of Common Stock covered by such option, to relinquish his or her
     option with respect to any or all of such shares and to receive from the
     Company a payment having a value equal to the amount by which (a) the fair
     market value, as determined in Paragraph 6(a), of a share of Common Stock
     on the date of such election, multiplied by the number of shares as to
     which the grantee shall have made such election, exceeds (b) the exercise
     price for that number of shares of Common Stock under the terms of such
     option; PROVIDED, HOWEVER, that to the extent that a stock appreciation
     right is exercised during the ten-day election period described in Rule
     16b-3(e) of the Exchange Act, the amount described in Paragraph 6(f)(a)
     next above shall be equal to the highest fair market value of the shares of
     Common Stock with respect to such ten-day election period.  A stock
     appreciation right that is in tandem with an option shall be exercisable at
     the time the tandem option is exercisable, and the "expiration date" for
     the stock appreciation right shall be the expiration date for the tandem
     option.  A grantee who makes such an election shall receive payment in the
     sole discretion of the Committee (i) in cash equal to such excess; or 
     (ii) in the nearest whole number of shares of Common Stock of the Company 
     having an 



                                    -5-


<PAGE>

     aggregate value which is not greater than the cash amount calculated in
     (i) above; or (iii) a combination of (i) and (ii) above.  A stock
     appreciation right may be exercised only when the amount described in (a)
     above exceeds the amount described in (b) above.  An election to exercise
     stock appreciation rights shall be deemed to have been made on the day
     written notice of such election, addressed to the Committee, is received at
     the Company's offices at One Corporate Woods Drive, Bridgeton, Missouri
     63044-3838.  An option or any portion thereof with respect to which a
     grantee has elected to exercise the stock appreciation rights described
     above shall be surrendered to the Company and such option shall thereafter
     remain exercisable according to its terms only with respect to the number
     of shares as to which it would otherwise be exercisable, less the number of
     shares with respect to which stock appreciation rights have been exercised.
     The grant of a stock appreciation right shall be evidenced by such form of
     Agreement as the Committee may prescribe.  The Agreement evidencing stock
     appreciation rights shall be personal and will provide that they will not
     be transferable by the grantee otherwise than by will or the laws of
     descent and distribution and that they will be exercisable, during the
     lifetime of the grantee, only by him.

          (g)  Except as provided in the Agreement, an option may be exercised
     only if at all times during the period beginning with the date of the
     granting of the option and ending on the date of such exercise, the grantee
     was an employee of either the Company or of a subsidiary of the Company or
     of another corporation referred to in Section 421(a)(2) of the Code.  The
     Agreement shall provide whether, and if so, to what extent, an option may
     be exercised after termination of continuous employment, but any such
     exercise shall in no event be later than the termination date of the
     option.  If the grantee should die or become permanently disabled as
     determined by the Committee, at any time when the option, or any portion
     thereof, shall be exercisable by him, the option will be exercisable within
     a period provided for in the Agreement with the grantee of the option, by
     the optionee or person or persons to whom his or her rights under the
     option shall have passed by will or by the laws of descent and
     distribution, but in no event at a date later than the termination of the
     option.  The Committee may require medical evidence of 


                                    -6-


<PAGE>

     permanent disability, including medical examinations by physicians 
     selected by it.

          (h)  The option by its terms shall be personal and shall not be
     transferable by the optionee otherwise than by will or by the laws of
     descent and distribution as provided in Paragraph 6(g) above.  During the
     lifetime of an optionee, the option shall be exercisable only by the
     optionee.  In the event any option is exercised by the executors,
     administrators, heirs or distributees of the estate of a deceased optionee
     as provided in Paragraph 6(g) above, the Company shall be under no
     obligation to issue Common Stock thereunder unless and until the Company is
     satisfied that the person or persons exercising the option are the duly
     appointed legal representative of the deceased optionee's estate or the
     proper legatees or distributees thereof.

          (i)  Notwithstanding any intent to grant incentive stock options, an
     option granted will not be considered an incentive stock option to the
     extent that it together with any earlier incentive stock options permits
     the exercise for the first time in any calendar year of more than $100,000
     in value of Common Stock (determined at the time of grant).

          (j)  The Committee may, but need not, require such consideration from
     an optionee at the time of granting an option as it shall determine, either
     in lieu of, or in addition to, the limitations on exercisability provided
     in Paragraph 6(c).

          (k)  No incentive stock option shall be granted to an employee who
     owns or would own immediately before the grant of such option, directly or
     indirectly, stock possessing more than 10% of the total combined voting
     power of all classes of stock of the Company.  This restriction does not
     apply if, at the time such incentive stock option is granted, the option
     price is at least 110% of the fair market value of one share of Common
     Stock, as determined in Paragraph 6(a), on the date of grant and the
     incentive stock option by its terms is not exercisable after the expiration
     of five years from the date of grant.

     7.   TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS.  All awards of
restricted stock under the Plan shall be subject to all the applicable 
provisions of the Plan, including the following terms and conditions, and to 
such 



                                    -7-


<PAGE>

other terms and conditions not inconsistent therewith, as the Committee shall 
determine.

          (a)  Awards of restricted stock may be in addition to or in lieu of
     option grants.

          (b)  During a period set by the Committee at the time of each award of
     restricted stock (the "restriction period") as specified in the Agreement,
     the recipient shall not be permitted to sell, transfer, pledge, or
     otherwise encumber the shares of restricted stock; except that such shares
     may be used, if the Agreement permits, to pay the option price of any
     option granted under the Plan provided an equal number of shares delivered
     to the optionee shall carry the same restrictions as the shares so used.

          (c)  Shares of restricted stock shall become free of all restrictions
     if, during the restriction period, (i) the recipient dies, (ii) the
     recipient's employment terminates by reason of permanent disability, as
     determined by the Committee, (iii) the recipient retires after attaining
     both 59-1/2 years of age and five years of continuous service with the
     Company or a subsidiary, or (iv) if provided in the Agreement, there is a
     "change in control" of the Company (as defined in such Agreement).  The
     Committee may require medical evidence of permanent disability, including
     medical examinations by physicians selected by it.  If the Committee
     determines that any such recipient is not permanently disabled, the
     restricted stock held by such recipient shall be forfeited and revert to
     the Company.

          (d)  Unless and to the extent otherwise provided in the Agreement,
     shares of restricted stock shall be forfeited and revert to the Company
     upon the recipient's termination of employment during the restriction
     period for any reason other than death, permanent disability, as determined
     by the Committee, or retirement after attaining both 59-1/2 years of age
     and five years of continuous service with the Company or a subsidiary,
     except to the extent the Committee, in its sole discretion, finds that such
     forfeiture might not be in the best interest of the Company and, therefore,
     waives all or part of the application of this provision to the restricted
     stock held by such recipient.

          (e)  Stock certificates for restricted stock shall be registered in
     the name of the recipient but shall be 



                                    -8-


<PAGE>

     appropriately legended and returned to the Company by the recipient, 
     together with a stock power, endorsed in blank by the recipient.  The 
     recipient shall be entitled to vote shares of restricted stock and shall
     be entitled to all dividends paid thereon, except that dividends paid in
     Common Stock or other property shall also be subject to the same 
     restrictions.

          (f)  Restricted stock shall become free of the foregoing restrictions
     upon expiration of the applicable restriction period and the Company shall
     then deliver Common Stock certificates evidencing such stock.

     8.   BONUSES PAYABLE IN STOCK.  In lieu of cash bonuses otherwise payable
under the Company's compensation practices to employees eligible to participate
in the Plan, the Committee, in its sole discretion, may determine that such
bonuses shall be payable in stock or partly in stock and partly in cash.  Such
bonuses shall be in consideration of services previously performed and as an
incentive toward future services and shall consist of shares of Common Stock
subject to such terms as the Committee may determine in its sole discretion. 
The number of shares of Common Stock payable in lieu of an amount of each bonus
otherwise payable shall be determined by dividing such amount by the fair market
value of one share of Common Stock on the date the bonus is payable, with fair
market value determined as of such date in accordance with Paragraph 6(a).

     9.   CHANGE IN CONTROL.  (a)  In the event of a change in control of the
Company, as defined (if at all) by the Committee in each Agreement, the
Committee may, in its sole discretion, provide that any of the following
applicable actions be taken as a result, or in anticipation, of any such event
to assure fair and equitable treatment of Participants:

          (i) accelerate time periods for purposes of vesting in, or realizing
     gain from, any outstanding optionor stock appreciation right or shares of
     restricted stock awarded pursuant to this Plan;
          
          (ii)  offer to purchase any outstanding option or stock appreciation
     right or shares of restricted stock made pursuant to this Plan from the
     holder for its equivalent cash value, as determined by the Committee, as of
     the date of the change in control; or

          (iii)  make adjustments or modifications to outstanding options or
     stock appreciation rights or with 



                                    -9-


<PAGE>

     respect to restricted stock as the Committee deems appropriate to maintain
     and protect the rights and interests of the Participants following such 
     change in control.

          (b)  In no event, however, may (i) any option be exercised prior to
the expiration of six (6) months from the date of grant, or (ii) any option be
exercised after ten (10) years from the date it was granted.

     10.  TRANSFER, LEAVE OF ABSENCE.  For the purpose of the Plan:  (a) a
transfer of an employee from the Company to a subsidiary or affiliate of the
Company, whether or not incorporated, or vice versa, or from one subsidiary or
affiliate of the Company to another, and (b) a leave of absence, duly authorized
in writing by the Company or a subsidiary or affiliate of the Company, shall not
be deemed a termination of employment.

     11.  RIGHTS OF EMPLOYEES.  (a)  No person shall have any rights or claims
under the Plan except in accordance with the provisions of the Plan.

          (b)  Nothing contained in the Plan shall be deemed to give any
employee the right to be retained in the service of the Company or its
subsidiaries.

     12.  TAX WITHHOLDING OBLIGATIONS.  (a)  The payment of taxes, if any, upon
the exercise of an option pursuant to Paragraph 6(e) or a stock appreciation
right pursuant to Paragraph 6(f), shall be in cash at the time of exercise or on
the applicable tax date under Section 83 of the Code, if earlier; provided,
however, tax withholding obligations may be met by the withholding of Common
Stock otherwise deliverable to the optionee pursuant to procedures approved by
the Committee.

          (b)  Recipients of restricted stock, pursuant to Paragraph 7, shall be
required to pay taxes to the Company upon the expiration of restriction periods
or such earlier dates as elected pursuant to Section 83 of the Code; provided,
however, tax withholding obligations may be met by the withholding of Common
Stock otherwise deliverable to the recipient pursuant to procedures approved by
the Committee.  In no event shall Common Stock be delivered to any awardee until
he has paid to the Company in cash the amount of tax required to be withheld by
the Company or has elected to have his withholding obligations met by the
withholding of Common Stock in accordance with the procedures approved by the



                                   -10-


<PAGE>

Committee or otherwise entered into an agreement satisfactory to the Company
providing for payment of withholding tax.

          (c)  The Company shall withhold from any cash bonus described in
Paragraph 8, an amount of cash sufficient to meet its tax withholding
obligations.  If the cash portion of such bonus is not sufficient to satisfy
such withholding obligation, the tax withholding obligations shall be paid in
cash by the recipient or may be met by withholding of Common Stock otherwise
deliverable to the recipient pursuant to procedures approved by the Committee.

     13.  CHANGES IN CAPITAL.  Upon changes in the outstanding Common Stock by
reason of a stock dividend, stock split, reverse split, subdivision,
recapitalization, merger, consolidation (whether or not the Company is a
surviving corporation), an extraordinary dividend payable in cash or property,
combination or exchange of shares, separation, reorganization or liquidation,
the aggregate number and class of shares available under the Plan as to which
stock options and restricted stock may be awarded, the number and class of
shares under each option and the option price per share shall be correspondingly
adjusted by the Committee, such adjustments to be made in the case of
outstanding options without change in the total price applicable to such
options.

     14.  MISCELLANEOUS PROVISIONS.  (a)  The Plan shall be unfunded.  The
Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the issuance of shares or the
payment of cash upon exercise of any option or stock appreciation right under
the Plan.  Proceeds from the sale of shares of Common Stock pursuant to options
granted under this Plan shall constitute general funds of the Company.  The
expenses of the Plan shall be borne by the Company.

          (b)  It is understood that the Committee may, at any time and from
time to time after the granting of an option or the award of restricted stock or
bonuses payable in Common Stock hereunder, specify such additional terms,
conditions and restrictions with respect to such option or stock as may be
deemed necessary or appropriate to ensure compliance with any and all applicable
laws, including, but not limited to, terms, restrictions and conditions for
compliance with federal and state securities laws and methods of withholding or
providing for the payment of required taxes.



                                   -11-


<PAGE>

          (c)  If at any time the Committee shall determine, in its discretion,
that the listing, registration or qualification of shares of Common Stock upon
any national securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares of Common Stock hereunder, no option or stock appreciation right may be
exercised or restricted stock or stock bonus may be transferred in whole or in
part unless and until such listing, registration, qualification, consent or
approval shall have been effected or obtained, or otherwise provided for, free
of any conditions not acceptable to the Committee.

          (d)  By accepting any benefit under the Plan, each Participant and
each person claiming under or through such Participant shall be conclusively
deemed to have indicated his acceptance and ratification, and consent to, any
action taken under the Plan by the Committee, the Company or the Board.

          (e)  The Plan shall be governed by and construed in accordance with
the laws of the State of Delaware.

     15.  LIMITS OF LIABILITY.  (a)  Any liability of the Company or a
subsidiary of the Company to any Participant with respect to any option or award
shall be based solely upon contractual obligations created by the Plan and the
Agreement.

          (b)  Neither the Company nor a subsidiary of the Company, nor any
member of the Committee or the Board, nor any other person participating in any
determination of any question under the Plan, or in the interpretation,
administration or application of the Plan, shall have any liability to any party
for any action taken or not taken in connection with the Plan, except as may
expressly be provided by statute.

     16.  AMENDMENTS AND TERMINATION.  The Board may, at any time, amend, alter
or discontinue the Plan; provided, however, no amendment, alteration or
discontinuation shall be made which would impair the rights of any holder of an
award of restricted stock or option or stock bonus theretofore granted, without
his or her written consent, or which, without the approval of the shareholders,
would:



                                   -12-


<PAGE>

          (a)  except as is provided in Paragraph 13, increase the maximum
     number of shares of Common Stock reserved for the purpose of the Plan;

          (b)  except as is provided in Paragraph 13 of the Plan, decrease the
     option price of an option to less than 100% of the fair market value, as
     determined in Paragraph 6(a), of a share of Common Stock on the date of the
     granting of the option;

          (c)  change the class of persons eligible to receive an award of
     restricted stock or options under the Plan; or

          (d)  extend the duration of the Plan.

          The Committee may amend the terms of any award of restricted stock or
option theretofore granted, retroactively or prospectively, but no such
amendment shall impair the rights of any holder without his or her written
consent.

     17.  DURATION.  The Plan shall be adopted by the Board as of the date on
which it is approved by a majority of the Company's stockholders, which approval
must occur within the period ending twelve months after the date the Plan is
adopted.  The Plan shall terminate upon the earlier of the following dates or
events to occur:

          (a)  upon the adoption of a resolution of the Board, terminating the
     Plan; or

          (b)  the date all shares of Common Stock subject to 
     the Plan are purchased according to the Plan's provisions; or

          (c)  ten years from the date of adoption of the Plan by the Board.

          No such termination of the Plan shall affect the rights of any
Participant hereunder and all options previously granted and restricted stock
and stock bonuses awarded hereunder shall continue in force and in operation
after the termination of the Plan, except as they may be otherwise terminated in
accordance with the terms of the Plan.



                                   -13-


<PAGE>

 


                         DIMAC CORPORATION NON-QUALIFIED

                          STOCK OPTION AWARD AGREEMENT


          This Agreement (the "Agreement"), dated August __, 1994, is made
between DIMAC CORPORATION (the "Company") and _____________________________ (the
"Optionee").  All capitalized terms that are not defined herein are defined in
the DIMAC Corporation 1994 Stock Option and Stock Award Plan (the "Plan"). 
References to "he," "him," and "his" shall mean the feminine form of such terms,
when applicable.

                              W I T N E S S E T H :

          1.   GRANT OF OPTION.  Pursuant to the provisions of the Plan the
Company hereby grants to the Optionee, subject to the terms and conditions of
the Plan and subject further to the terms and conditions herein set forth, the
right and option to purchase from the Company, all or any part of an aggregate
of ________ shares of $0.01 par value common stock of the Company (the "Stock")
at a per share purchase price equal to the per share price to the public in the
initial public offering of the Stock pursuant to the Company's Registration
Statement on Form S-1 (No. 33-79710), as it may be amended from time to time
(the 


<PAGE>

"Option"), such Option to be exercisable as hereinafter provided.  The
Option shall not be treated as an incentive stock option as defined in Section
422 of the Internal Revenue Code of 1986, as amended.

          2.   TERMS AND CONDITIONS.  It is understood and agreed that the
Option evidenced hereby is subject to the following terms and conditions:

          (a)  EXPIRATION DATE.  The Option shall expire ten (10) years after
the date indicated above.

          (b)  EXERCISE OF OPTION.  Subject to the other terms of this Agreement
and the Plan, the Option may be exercised on or after the dates indicated below
as to that percentage of the total shares of Stock covered by this Option set
forth opposite such dates, plus any shares of Stock as to which this Option
could have been exercised, but was not so exercised:

               DATE                PERCENTAGE

          December 31, 1994            25

          December 31, 1995            25

          December 31, 1996            25

          December 31, 1997            25

Notwithstanding the immediately foregoing vesting schedule, upon a Change in
Control (as defined in Section 3 hereof), the Option shall become immediately
exercisable with respect to the total shares of Stock subject to the Option.

                                     -2-

<PAGE>

          Any exercise of all or any part of this Option shall be accompanied by
a written notice to the Company specifying the number of shares of Stock as to
which the Option is being exercised.  Notation of any partial exercise shall be
made by the Company on Schedule I attached hereto.

          (c)  CONSIDERATION.  At the time of any exercise of the Option, the
purchase price of the shares of Stock as to which the Option shall be exercised
shall be paid to the Company (i) in cash (ii) with Stock already owned by the
Optionee for at least six months having a total fair market value, as determined
under Section 6(a) of the Plan ("Fair Market Value"), equal to the purchase
price of such Stock, (iii) a combination of cash and Stock having a total Fair
Market Value, as so determined, equal to the purchase price of such Stock, or
(iv) pursuant to a cashless exercise program, if any, permitted by the Committee
at the time of such exercise.

          (d)  EXERCISE UPON DEATH, DISABILITY OR TERMINATION OF EMPLOYMENT. 
(i)  In the event of the death of the Optionee while an employee of the Company
or a subsidiary of the Company, the Option, to the extent such Option would be
exercisable in accordance with the schedule set forth in Section 2(b) hereof as
of the first anniversary of the date of death, may be immediately 

                                     -3-

<PAGE>

exercised after his death by the legal representative of the Optionee's 
estate or by the legatee of the Optionee under his last will for a period of 
one year from the date of his death or until the expiration of the stated 
period of the Option, whichever period is the shorter.

         (ii)  If the Optionee's employment with the Company or a subsidiary of
the Company shall terminate by reason of permanent disability (as defined in the
last sentence of this Section 2(d)(ii)), his Option, to the extent exercisable
in accordance with the schedule set forth in Section 2(b) hereof as of the first
anniversary of the date of such termination, may be immediately exercised after
such termination of employment but may not be exercised after the expiration of
the period of one year from the date of such termination of employment or of the
stated period of the Option, whichever period is the shorter; PROVIDED, HOWEVER,
that if the Optionee dies within a period of one year from the date of such
termination of employment, any unexercised Option, to the extent exercisable in
accordance with the schedule set forth in Section 2(b) hereof as of the first
anniversary of the date of such termination, may be exercised after his death by
the legal representative of his estate or by the legatee of the Optionee under
his last will until the expiration of the period of one year from the date of
death 

                                     -4-

<PAGE>

or of the stated period of the Option, whichever period is the shorter. 
For purposes of this Agreement, "permanent disability" shall mean an inability
(as determined by the Committee) to perform duties and services as an employee
of the Company or a subsidiary of the Company by reason of a medically
determinable physical or mental impairment, supported by medical evidence, which
can be expected to last for a continuous period of not less than six (6) months.

        (iii)  If the Company or a subsidiary of the Company terminates the
Optionee's employment with the Company or such subsidiary without Cause (as
defined in the last sentence of this Section 2(d)(iii)), the Optionee's Option,
to the extent exercisable in accordance with the schedule set forth in Section
2(b) hereof as of the date of such termination, may thereafter be immediately
exercised but may not be exercised after the expiration of the period of one
year from the date of such termination of employment or of the stated period of
the Option, whichever period is the shorter; PROVIDED, HOWEVER, that if the
Optionee dies within a period of one year from the date of such termination of
employment, any unexercised Option, to the extent exercisable in accordance with
the schedule set forth in Section 2(b) hereof as of the date of such
termination, may thereafter be exercised by the legal 

                                     -5-

<PAGE>

representative of his estate or by the legatee of the Optionee under his last 
will until the expiration of the period of one year from the date of death or 
of the stated period of the Option, whichever period is the shorter.  For 
purposes of this Agreement, "Cause" shall mean, in respect of the termination 
of the Optionee's services by the Company or a subsidiary of the Company, (1) 
embezzlement, theft or other misappropriation of any property of the Company 
or any subsidiary of the Company, (2) gross or willful misconduct resulting 
in substantial loss to the Company or any subsidiary of the Company or 
substantial damage to the reputation of the Company or any subsidiary of the 
Company, (3) any act (other than an act taken by the Optionee in furtherance 
of such Optionee's assigned duties to the Company or any subsidiary of the 
Company which was taken in good faith and in a manner reasonably believed to 
be in, or not opposed to, the best interests of the Company and its 
subsidiaries) involving moral turpitude which if the subject of a criminal 
proceeding could reasonably result in a conviction for a felony involving 
moral turpitude, fraud or misrepresentation, (4) gross or willful neglect of 
his assigned duties to the Company or any subsidiary of the Company, (5) 
gross breach of his fiduciary obligations to the Company or any subsidiary of 
the Company or (6) any chemical dependence (other than as 

                                     -6-

<PAGE>

prescribed by a physician), or gross incompetence in the performance of his 
duties and responsibilities to the Company or any subsidiary of the Company.

         (iv)  If the Optionee's employment with the Company or a subsidiary of
the Company is terminated by reason of the Optionee's retirement after attaining
both five (5) years of continuous service with the Company or a subsidiary of
the Company and 59 1/2 years of age, to the extent exercisable in accordance
with the schedule set forth in Section 2(b) hereof as of the date of such
termination, such Option may thereafter be immediately exercised but may not be
exercised after the expiration of the period of three (3) years from the date of
such termination of employment or of the stated period of the Option, whichever
period is the shorter; PROVIDED, HOWEVER, that if the Optionee dies within a
period of three (3) years from the date of such termination of employment, any
unexercised Option, to the extent exercisable in accordance with the schedule
set forth in Section 2(b) hereof as of the date of such termination, may
thereafter be exercised by the legal representative of his estate or by the
legatee of the Optionee under this last will until the expiration of the period
of one year from the date of death or of the stated period of the Option,
whichever period is the shorter.

                                     -7-

<PAGE>

          (v)  If the Optionee's employment is terminated by the Company or a
subsidiary of the Company for Cause or if the Optionee's employment is
terminated for any reason not described in this Section 2(d), the Optionee's
Option shall thereupon terminate.

          (e)  NONTRANSFERABILITY.  This Option shall not be transferable other
than by will or by the laws of descent and distribution.

          (f)  WITHHOLDING TAXES.  The Optionee shall be required to pay
withholding taxes, if any, to the Company in cash at the time of receipt of
Stock upon the exercise of all or any part of this Option; PROVIDED, HOWEVER,
tax withholding obligations may be met by the withholding of Stock otherwise
deliverable to the Optionee pursuant to procedures approved by the Committee. 
In no event shall Stock be delivered to any Optionee until he has paid to the
Company in cash the amount of tax required to be withheld by the Company, if
any, or has elected to have his tax withholding obligations met by the
withholding of Stock in accordance with procedures approved by the Committee.

          (g)  NO RIGHTS AS STOCKHOLDER.  The Optionee shall have no dividend
rights or any other rights as a stockholder with respect to any shares of Stock
subject to the Option until he has given written notice of exercise of the
Option and paid in full for such shares.

                                     -8-

<PAGE>

          (h)  NO RIGHT TO CONTINUED EMPLOYMENT.  This Option shall not confer
upon the Optionee any right with respect to continuance of employment by the
Company or a subsidiary of the Company, nor shall it interfere in any way with
the right of the Company or such a subsidiary to terminate his employment at any
time.

          (i)  INCONSISTENCY WITH PLAN.  Notwithstanding any provision herein to
the contrary, this Option provides the Optionee with no greater rights or claims
than are specifically provided for under the Plan.  If and to the extent that
any provision contained herein is inconsistent with the Plan, the Plan shall
govern.

          (j)  COMPLIANCE WITH LAWS AND REGULATIONS.  This Option and the
obligation of the Company to sell and deliver shares hereunder, shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be required.  The
Company shall not be required to issue or deliver any certificates for shares of
Stock prior to (i) the listing of such shares on the American Stock Exchange (or
any successor thereof) and (ii) the completion of any registration or
qualification of such shares under any federal or state law, or any rule or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or 

                                     -9-

<PAGE>

advisable.  Moreover, this Option may not be exercised if its exercise, or 
the receipt of shares of Stock pursuant thereto, would be contrary to 
applicable law.

          3.   CHANGE IN CONTROL.  For purposes of this Agreement, a "Change in
control" shall be deemed to have occurred if any of the following events shall
have occurred:

               (i) the sale, lease or transfer, in one or a series of related
          transactions, of all or substantially all of the Company's or DIMAC
          DIRECT Inc.'s ("DDI's") assets to any Person (as such term is used in
          Section 13(d)(3) of the Exchange Act) or group (other than the
          Principals or their Related Parties (as defined below)),

               (ii) the adoption of a plan relating to the liquidation or
          dissolution of the Company or DDI,

               (iii)  the acquisition by any Person (as such term is used in
          Section 13(d)(3) of the Exchange Act) or group (other than the
          Principals and their Related Parties) of a direct or indirect interest
          in more than 35% of the voting power of the voting stock of the
          Company by way of merger or consolidation or otherwise (PROVIDED that
          if such Person or group consists of the Company's or DDI's management,
          then the 

                                     -10-

<PAGE>

          calculation of the percentage voting power of the voting
          stock of the Company held by such Person or group shall exclude any
          voting stock of the Company issued to the Company's or DDI's
          management pursuant to the Plan or any stock option or bonus plan or
          agreement),

               (iv)  the first day on which a majority of the members of the
          Board of Directors of DDI (the "DDI Board") are not Continuing
          Directors (as defined below), or

               (v)  the consummation of any transaction the result of which is
          that the Company beneficially owns less than 100% of the outstanding
          voting stock of DDI.

For purposes of this Section 3:

     "Continuing Directors" means, as of any date of determination, any member
of the DDI Board who (i) was a member of such Board on the date of the initial
public offering of the Stock (as specified in Section 1 hereof) or (ii) was
nominated for election or elected to such Board with the affirmative vote of the
Principals (or their Related Parties);

     "Principals" means McCown De Leeuw & Co. Management Company II, L.P.,
McCown De Leeuw & Co. II L.P., McCown De Leeuw Associates, L.P., McCown De Leeuw
& Co. Offshore 

                                     -11-

<PAGE>

(Europe), L.P. and McCown De Leeuw & Co. Offshore (Asia), L.P.;
and

     "Related Party" means, with respect to any Principal, any partnership with
the same controlling general partner as any of the entities collectively defined
as the Principals.

          4.   INVESTMENT REPRESENTATION.  If at the time of exercise of all or
part of this Option the Stock is not registered under the Securities Act of
1933, as amended (the "Securities Act") and/or there is no current prospectus in
effect under the Act with respect to the Stock, the Optionee shall execute,
prior to the issuance of any shares of Stock, an agreement (in such form as the
Committee may specify) in which the Optionee represents and warrants that the
Optionee's is purchasing or acquiring the shares acquired under this Agreement
for the Optionee's own account, for investment only and not with a view to the
resale or distribution thereof, and represents and agrees that any subsequent
offer for sale or distribution of any of such shares shall be made only pursuant
to either (i) a registration statement on an appropriate form under the
Securities Act, which registration statement has become effective and is current
with regard to the shares being offered or sold, or (ii) a specific exemption
from the registration requirements of the Securities Act, but in 

                                     -12-

<PAGE>

claiming such exemption the Optionee shall, prior to any offer for sale or 
sale of such shares, obtain a prior favorable written opinion, in form and 
substance satisfactory to the Committee, from counsel for or approved by the 
Committee, as to the applicability of such exemption thereto.

          5.   DISPOSITION OF SHARES.  If the Option is exercised at any time
when the Stock is neither (i) listed on the American Stock Exchange or any other
stock exchange, nor (ii) subject to quotation in the over-the-counter market as
reported by NASDAQ (or any successor thereto), the Optionee shall not be
permitted to sell, transfer, pledge, or assign such Stock, otherwise than by
operation of law or death, except to the Company and/or the stockholders of the
Company on a pro rata basis at its fair market value, as determined by the
Committee, or lower.  Notwithstanding the preceding sentence, such Stock may be
used to pay the option price of any Option.

          6.   OPTIONEE BOUND BY PLAN.  The Optionee hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all of the terms and provisions
thereof, including the terms and provisions adopted after the granting of this
Option but prior to the complete exercise hereof, subject to the last paragraph
of Section 16 of the Plan as in effect on the date hereof.

                                     -13-

<PAGE>

          7.   NOTICES.  Any notice hereunder to the Company shall be 
addressed to it at its office at, One Corporate Woods Drive, Bridgeton, 
Missouri 63044-3838 ATTENTION:  Secretary, and any notice hereunder to the 
Optionee shall be addressed to him at _______________________________ 
________________________, subject to the right of either party to designate 
at any time hereafter in writing some other address.

          8.  GOVERNING LAW.  This Agreement shall be governed by and 
construed in accordance with the laws of the State of Delaware.

          9.  COUNTERPARTS.  This Agreement has been executed in two 
counterparts each of which shall constitute one and the same instrument. 

                                     -14-

<PAGE>

          IN WITNESS WHEREOF, DIMAC Corporation has caused this Agreement to be
executed by an appropriate officer and the Optionee has executed this Agreement,
both on the day and year first above written.


                              DIMAC CORPORATION


                              By:__________________________

                              Title:_______________________


    [Name]


________________________(L.S.)
       Optionee 

                                     -15-

<PAGE>

                                                                      SCHEDULE 1




                        NOTATIONS AS TO PARTIAL EXERCISE


<TABLE>
<CAPTION>

===============================================================================
                        NUMBER OF     BALANCE OF
          DATE OF       PURCHASED      SHARES ON     AUTHORIZED      NOTATION
          EXERCISE       SHARES         OPTION        SIGNATURE        DATE
<S>                     <C>            <C>           <C>             <C>
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

===============================================================================

</TABLE>



<PAGE>







                                  EXHIBIT 5


                    OPINION OF CROUCH & HALLETT, L.L.P.








<PAGE>



                        [Crouch & Hallett Letterhead]




(214) 953-0053


                                March 6, 1996


Heritage Media Corporation
13355 Noel Road, Suite 1500
Dallas, Texas 75240

Gentlemen:

     We have served as counsel for Heritage Media Corporation, an Iowa
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
as amended, covering the issuance of 298,232 shares (the "Shares") of Class A
Common Stock, $0.01 par value, of the Company to be issued in connection with
the DIMAC Corporation 1994 Stock Option and Stock Award Plan. 

     We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed herein.  Based upon the foregoing, we
are of the opinion that the Shares, when issued and delivered, will be duly and
validly issued and outstanding, fully paid and non-assessable.

     We consent to the use of this opinion as Exhibit 5 to the Registration
Statement. 

                                       Very truly yours,






<PAGE>




                                                   EXHIBIT 23(a)


                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Heritage Media Corporation

We consent to incorporation by reference in this registration statement on 
Form S-8 of Heritage Media Corporation of our report dated February 23, 1996, 
relating to the consolidated balance sheets of Heritage Media Corporation and 
subsidiaries as of December 31, 1995 and 1994, and the related consolidated 
statements of operations, stockholders' equity, and cash flows for each of 
the years in the three-year period ended December 31, 1995, and related 
schedules, which report appears in the December 31, 1995 Annual Report on 
Form 10-K of Heritage Media Corporation.

                                            KPMG Peat Marwick LLP


Dallas, Texas
March __, 1996






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