SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
STARSIGHT TELECAST, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
85568E 10 4
(CUSIP Number)
Philippe P. Dauman, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
November 20, 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 this statement / /.
Page 1 of 23
<PAGE>
CUSIP No. 85568E 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SPELLING ENTERTAINMENT INC.
- ---------------------------------------------------------------------------
I.R.S. Identification No. 95-4181647
- ---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)----------------------------------------------------------------
/ / (b)----------------------------------------------------------------
- ---------------------------------------------------------------------------
(3) SEC Use Only-------------------------------------------------------
- ---------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)--------------------------------
- ---------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).--------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
-----------------------------
- ---------------------------------------------------------------------------
- ---------
Number of (7) Sole Voting Power-------------------------------------
Shares
Beneficially
Owned by (8) Shared Voting Power 1,124,176
Each ----------------------------------
Reporting (9) Sole Dispositive Power--------------------------------
Person (10) Shared Dispositive Power 1,124,176
With ----------------------------
- ---------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,124,176
-------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)--------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 5.1%
-------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------
Page 2 of 23
<PAGE>
CUSIP No. 85568E 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PVI TRANSMISSION INC.
- ---------------------------------------------------------------------------
I.R.S. Identification No. 13-3740642
- ---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)-----------------------------------------------------------------
/ / (b)-----------------------------------------------------------------
- ---------------------------------------------------------------------------
(3) SEC Use Only--------------------------------------------------------
- ---------------------------------------------------------------------------
(4) Sources of Funds (See Instructions) WC
------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).--------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
------------------------------
- ---------------------------------------------------------------------------
- ---------
Number of (7) Sole Voting Power--------------------------------------
Shares
Beneficially (8) Shared Voting Power 4,776,484
Owned by -----------------------------------
Each (9) Sole Dispositive Power---------------------------------
Reporting
Person (10) Shared Dispositive Power 4,539,147
With ------------------------------
--------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,776,484
----------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)--------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 21.8%
-------------------
(14) Type of Reporting Person (See Instructions) CO
--------------------------
Page 3 of 23
<PAGE>
CUSIP No. 85568E 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
- ---------------------------------------------------------------------------
S.S. No. ###-##-####
- ---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)------------------------------------------------------------------
/ / (b)------------------------------------------------------------------
- ---------------------------------------------------------------------------
(3) SEC Use Only---------------------------------------------------------
- ---------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)----------------------------------
- ---------------------------------------------------------------------------
(5) Check 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 (7) Sole Voting Power 36,500
Shares -----------------------------------
Beneficially (8) Shared Voting Power 5,900,660
Owned by ----------------------------------
Each (9) Sole Dispositive Power 36,500
Reporting ------------------------------
Person (10) Shared Dispositive Power 5,663,323
With ------------------------------
- ----------
- ----------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,900,660
- ---------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)--------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 27%
--------------------
(14) Type of Reporting Person (See Instructions) IN
-------------------------
Page 4 of 23
<PAGE>
This Amendment No. 3 amends the Statement on Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on September 16, 1993 by
Sumner M. Redstone and Viacom International Inc., as amended by Amendment No. 1
filed with the Commission on December 5, 1994 by Spelling Entertainment Inc.
("Spelling"), PVI Transmission Inc. ("PVI") and Sumner M. Redstone, and as
further amended by Amendment No. 2 filed with the Commission on May 1, 1995 by
Spelling, PVI and Sumner M. Redstone (as amended, the "13D Statement"), with
respect to the shares of common stock, no par value (the "Common Stock"), of
StarSight Telecast, Inc., a California corporation (the "Issuer"), with its
principal executive offices located at 39650 Liberty Street, Fremont, California
94538.
Capitalized terms used but not defined herein have the meanings assigned to
such terms in the 13D Statement.
Item 2. Identity and Background.
-----------------------
Item 2 of the 13D Statement is hereby amended to reflect changes in
Schedule II attached hereto.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 of the 13D Statement is hereby amended and supplemented as follows:
PVI purchased 478,366 shares of Common Stock at a purchase price of $7.50
per share for an aggregate purchase price of $3,587,745.00. The source of funds
was PVI's general working capital.
Item 4. Purpose of the Transaction.
--------------------------
Item 4 of the 13D Statement is hereby amended and supplemented as follows:
On November 20, 1995, PVI and the Issuer executed (i) a Purchase Agreement,
a copy of which is attached hereto as Exhibit 99.1, pursuant to which PVI
acquired 478,366 shares of Common Stock, and (ii) Amendment No. Two to the
Corporate Partnership Agreement, a copy of which is attach hereto as Exhibit
99.2. The acquisition of the shares of Common Stock described herein is for
investment purposes.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 of the 13D Statement is hereby amended and supplemented as follows:
PVI beneficially owns 4,776,484 shares of Common Stock, which represent
approximately 21.8% of the shares of Common Stock outstanding. Such shares of
Common Stock consist of:
4,475,814 shares of Common Stock held directly by PVI over which PVI
has shared voting and dispositive power with Mr. Sumner M. Redstone as
previously disclosed in the 13D Statement;
Page 5 of 23
<PAGE>
237,337 shares of Common Stock held by [certain] employees of PVI and
PVI affiliates over which PVI has the power to direct the vote (but
not the right to direct the disposition) pursuant to Shareholder
Agreements previously filed as exhibits to the 13D Statement; and
63,333 shares of Common Stock subject to options exercisable within 60
days of the date of this Amendment to the 13D Statement which are held
for the benefit of PVI. These options do not entitle PVI to vote on
any matter submitted to a vote of Issuer's shareholders.
Sumner M. Redstone, as the controlling stockholder of National Amusements,
Inc. ("NAI"), of which PVI is a wholly owned subsidiary, is the beneficial owner
of PVI's shares of Common Stock as is NAI. Additionally, NAI is the controlling
shareholder of Viacom Inc., which indirectly o approximately 78% of Spelling
Entertainment Inc., and, therefore, Sumner M. Redstone and NAI each may be
deemed the beneficial owner of 1,124,176 shares of Common Stock owned by
Spelling Entertainment Inc. Sumner M. Redstone also owns 36,500 shares of Common
Stock directly. The aggregate beneficial ownership of Sumner M. Redstone is
approximately 27%.
Item 7. Material to Be Filed as Exhibits.
--------------------------------
99.1 Purchase Agreement dated November 20, 1995 between
StarSight Telecast, Inc. and PVI Transmission Inc.
99.2 Amendment No. Two, dated November 20, 1995, to the
Corporate Partnership Agreement dated September 12, 1991.
99.3 Agreement among Spelling Entertainment Inc., PVI
Transmission Inc. and Sumner M. Redstone pursuant to
Rule 13d-1(f)(1)(iii).
Page 6 of 23
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
December 11, 1995 SPELLING ENTERTAINMENT INC.
By /s/ Thomas P. Carson
-----------------------------
Name: Thomas P. Carson
Title: Executive Vice President
PVI TRANSMISSION INC.
By: /s/ Mark Rosenthal
----------------------------
Name: Mark Rosenthal
Title: Co-President and Secretary
*
------------------------------------------
Sumner M. Redstone, Individually
*By /s/ Philippe P. Dauman
------------------------------
Philippe P. Dauman
Attorney-in-Fact
under the Limited Power of
Attorney previously filed
Page 7 of 23
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- -------
99.1 Purchase Agreement dated November
20, 1995 between StarSight Telecast,
Inc. and PVI Transmission Inc.
99.2 Amendment No. Two, dated November
20, 1995, to the Corporate Partnership
Agreement dated September 12, 1991.
99.3 Agreement among Spelling Entertainment
Inc., PVI Transmission Inc. and
Sumner M. Redstone pursuant to Rule
13d-1(f)(1)(iii).
Page 8 of 23
<PAGE>
Schedule II
THE FOLLOWING INDIVIDUALS CONSTITUTE
ALL OF THE EXECUTIVE OFFICERS AND DIRECTORS
OF SPELLING ENTERTAINMENT INC.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF CORPORATION OR
NAME BUSINESS OR RESIDENCE ADDRESS OR EMPLOYMENT OTHER ORGANIZATION IN WHICH EMPLOYED
- ---- ----------------------------- ----------------------- ----------------------------------
*Peter H. Bachmann Spelling Entertainment Group Inc. Executive Vice President, Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Office of the President of 5700 Wilshire Boulevard
Los Angeles, CA 90036 Spelling Entertainment Suite 575
Group Inc. Los Angeles, CA 90036
*Thomas P. Carson Spelling Entertainment Group Inc. Executive Vice-President, Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Office of the President, 5700 Wilshire Boulevard
Los Angeles, CA 90036 Chief Financial Officer Suite 575
and Treasurer of Spelling Los Angeles, CA 90036
Entertainment Group Inc.
Kathleen Coughlan Spelling Entertainment Group Inc. Senior Vice President and Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Corporate Controller of 5700 Wilshire Boulevard
Los Angeles, CA 90036 Spelling Entertainment Suite. 575
Group Inc. Los Angeles, CA 90036
- --------------------
*also a director
</TABLE>
Page 9 of 23
<PAGE>
Schedule II (Continued)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF CORPORATION OR
NAME BUSINESS OR RESIDENCE ADDRESS OR EMPLOYMENT OTHER ORGANIZATION IN WHICH EMPLOYED
- ---- ----------------------------- ----------------------- ----------------------------------
John Sanders Spelling Entertainment Group Inc. Senior Vice President, Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Management Information 5700 Wilshire Boulevard
Los Angeles, CA 90036 Services of Spelling Suite. 575
Entertainment Group Inc. Los Angeles, CA 90036
Ross G. Landsbaum Spelling Entertainment Group Inc. Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite 575
Los Angeles, CA 90036
Keith Nicol Spelling Entertainment Group Inc. Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite 575
Los Angeles, CA 90036
Sherel Wingard Spelling Entertainment Group Inc. Vice President of Spelling Entertainment Group Inc.
5700 Wilshire Boulevard-Ste. 575 Spelling Entertainment 5700 Wilshire Boulevard
Los Angeles, CA 90036 Group Inc. Suite 575
Los Angeles, CA 90036
Page 10 of 23
</TABLE>
Exhibit 99.1
PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 20th day of November, 1995, by and between
StarSight Telecast, Inc., a California corporation (the "Company"), with its
principal offices at 39650 Liberty Street, Fremont, California 94538, and the
purchaser whose name and address is set forth on the signature page hereof (the
"Purchaser").
IN CONSIDERATION of the mutual covenants contained in this Agreement, the
Company and the Purchaser agree as follows:
SECTION 1. Authorization of Sale of the Shares. Subject to the terms and
conditions of this Agreement, the Company has authorized the sale and issuance
of as many shares of Common Stock, no par value (the "Shares"), of the Company
as will result in gross proceeds to the Company of $5,000,000.
SECTION 2. Agreement to Sell and Purchase the Shares. At the Closing (as
defined in Section 3), the Company will sell to the Purchaser, and the Purchaser
will buy from the Company at a purchase price of $7.50 per share and upon the
terms and conditions hereinafter set forth, for an aggregate purchase price of
$3,587,745.00, 478,366 Shares.
The Company proposes to enter into this same form of purchase agreement
with certain other investors (the "Other Purchasers") and expects to complete
sales of the Shares to them. The Purchaser and the Other Purchasers are
hereinafter sometimes collectively referred to as the "Purchasers," and this
Agreement and the agreements executed by the Other Purchasers are hereinafter
sometimes collectively referred to as the "Agreements."
SECTION 3. Delivery of the Shares at the Closing. The completion of the
purchase and sale of the Shares (the "Closing") shall occur at the offices of
Wilson, Sonsini, Goodrich & Rosati, Palo Alto, California (the "Escrow Agent"),
at 10:00 a.m. (local time), on or before November 20, 1995 (the "Closing Date").
At the Closing, the Company shall deliver to the Purchaser, through the Escrow
Agent, one or more stock certificates registered in the name of the Purchaser,
or in such nominee name(s) as designated by the Purchaser, representing the
number of Shares set forth in Section 2 above. The Company's obligation to
complete the purchase and sale of the Shares and deliver such stock
certificate(s) to the Purchaser at the Closing shall be subject to the following
conditions, any one or more of which may be waived by the Company: (a) receipt
by the Company of funds in the full amount of the purchase price as set forth in
Section 2 above for the Shares being purchased hereunder; (b) completion of the
purchases and sales under the Agreements with Other Purchasers aggregating
$5,000,000; and (c) the accuracy of the representations and warranties made by
the Purchasers and the fulfillment of those undertakings of the Purchasers to be
Page 11 of 23
<PAGE>
fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of
such stock certificate(s) and to pay for the Shares evidenced thereby shall be
subject to the following conditions, any one or more of which may be waived by
the Purchaser: (a) the accuracy in all material respects of the representations
and warranties made by the Company herein; (b) the fulfillment in all material
respects of those undertakings of the Company to be fulfilled prior to Closing;
and (c) completion of the purchases and sales under the Agreements with Other
Purchasers aggregating $5,000,000.
SECTION 4. Representations, Warranties and Covenants of the Company. The
Company hereby represents and warrants to, and covenants with, the Purchaser as
follows:
4.1 Organization and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California and has all requisite corporate power and authority to conduct its
business as currently conducted. The Company is qualified to do business as a
foreign corporation and is in good standing in each jurisdiction in which the
failure to so qualify would have a material adverse effect on the operations of
the Company. The Company is in compliance with all applicable material laws and
other legal requirements applicable to its business, has obtained all
authorizations, consents, approvals, orders, licenses and permits, or has
obtained exemptions from any of the foregoing, necessary for the transaction of
its business, except where the failure to do so does not constitute a material
adverse effect on the condition (financial or otherwise), business, operations
or prospects of the Company.
4.2 Authorized Capital Stock. As of the date hereof, the authorized
capital stock of the Company consists of 50,000,000 shares of Common Stock, no
par value, and 5,000,000 shares of Preferred Stock, no par value. As of November
15, 1995, 21,156,719 shares of Common Stock were validly issued and outstanding,
in compliance with all applicable laws and were fully paid and non-assessable,
and no shares of Preferred Stock were outstanding. Upon consummation of the sale
and purchase of the Shares, the Shares will be validly issued and outstanding in
compliance with all applicable laws and will be fully paid and nonassessable.
4.3 Due Execution, Delivery and Performance of the Agreements. The
Company's execution, delivery and performance of the Agreements (a) have been
duly authorized under California law by all requisite corporate action by the
Company, and (b) will not violate any law or the Certif of Incorporation or
Bylaws of the Company or any provision of any material indenture, mortgage,
agreement, contract or other material instrument to which the Company is a party
or by which the Company or any of its properties or assets is bound as of the
date hereof, or result in a breach of or constitute (upon notice or lapse of
time or both) a default under any such material indenture, mortgage, agreement,
contract or other material instrument or result in the creation or imposition of
any lien, security interest, mortgage, pledge, charge or other encumbrance, of
any material nature whatsoever, upon any properties or assets of the Company.
Page 12 of 23
<PAGE>
Upon their execution and delivery, and assuming the valid execution thereof by
the respective Purchasers, the Agreements will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and
contracting parties' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
4.4 Additional Information. The Company represents and warrants that
the information contained in the following documents which the Company has
furnished to the Purchaser, or will furnish prior to the Closing, is or will be
true and correct in all material respects, and will no omit any material fact
necessary to make the information contained therein not misleading in light of
all the circumstances existing, as of their respective filing dates:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (without exhibits);
(b) the Company's Quarterly Report on Form 10-Q for the three
months ended September 30, 1995;
(c) all other documents, if any, filed by the Company with the
Securities and Exchange Commission (the "Commission") since September
30, 1995 pursuant to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
4.5 No Material Change. As of the date hereof, there has been no
material adverse change in the financial condition, business or results of
operations of the Company since September 30, 1995, other than with respect to
the Company's cash position. The Company has not incurred, other than in the
ordinary course of its business, any material liabilities or obligations, direct
or contingent, nor has the Company purchased any of its outstanding capital
stock, nor paid or declared any dividends or other distributions on its capital
stock; the Company has not entered into any transactions not in the ordinary
course of business; and there has been no change in the capital stock, or
consolidated long-term debt, or any increase in the short-term borrowings (other
than in the ordinary course) of the Company or any material adverse change to
the business, properties, assets, net worth, condition (financial or other),
results of operations or prospects of the Company, other than with respect to
the Company's cash position.
SECTION 5. Representations, Warranties and Covenants of the Purchaser. (a)
The Purchaser represents and warrants to, and covenants with, the Company that:
(i) the Purchaser is knowledgeable, sophisticated and experienced in making, and
is qualified to make, decisions with respect to investments in shares presenting
an investment decision like that involved in the purchase of the Shares,
including investments in securities issued by the Company, and has requested,
received, reviewed and considered all information it deems relevant in making an
Page 13 of 23
<PAGE>
informed decision to purchase the Shares; (ii) the Purchaser is acquiring the
number of Shares set forth in Section 2 above in the ordinary course of its
business and for its own account (or that of Viacom, Inc.) for investment (as
defined for purposes of the Hart-Scott-Rodino Antitrust Improvement Act of 1976
and the regulations thereunder) only and with no present intention of
distributing any of such Shares or any arrangement or understanding with any
other persons regarding the distribution or purchase of such Shares; (iii) the
Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any of the Shares except in compliance with the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder; (iv) the Purchaser has not, in connection
with its decision to purchase the number of Shares set forth in Section 2 above,
relied upon any statements, representations, warranties, covenants or assurances
of the Company other than as contained in writing herein or the additional
information delivered pursuant to Section 4.4 hereof; (v) the Purchaser is an
"accredited investor" within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act; and (vi) the Purchaser understands that the Shares
will contain a legend substantially to the following effect:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR AN OPINION OF THE COMPANY'S COUNSEL THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
(b) The Purchaser hereby covenants with the Company not to make any
sale of the Shares other than in accordance with all applicable securities laws.
(c) The Purchaser further represents and warrants to, and covenants
with, the Company that (i) the Purchaser has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) upon the
execution and delivery of this Agreement, this Agreement shall constitute a
valid and binding obligation of the Purchaser enforceable in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors' and
contracting parties' rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 6. Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement, all
Page 14 of 23
<PAGE>
covenants, agreements, representations and warranties made by the Company and
the Purchaser in writing herein and in the closing certificates delivered
pursuant hereto shall survive the execution of this Agreement, the delivery to
the Purchaser of the Shares being purchased and the payment therefor.
SECTION 7. Broker's Fee. Each of the parties hereto hereby represents that,
on the basis of any actions and agreements by it, there are no brokers or
finders entitled to compensation in connection with the sale of the Shares to
the Purchaser.
SECTION 8. Notices. All notices, requests, consents and other
communications hereunder shall be in writing, shall be mailed by first-class
registered or certified airmail, or nationally recognized overnight express
courier postage prepaid, and shall be deemed given when so mailed and shall be
delivered as addressed as follows:
(a) if to the Company, to:
StarSight Telecast, Inc.
39650 Liberty Street
Fremont, California 94538
Attn: President
with a copy so mailed to:
Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
Attn: Robert P. Latta, Esq.
or to such other person at such other place as the
Company shall designate to the Purchaser in
writing;
(b) if to the Purchaser, at its address as set
fort at the end of this Agreement, or at such
other address or addresses as may have been
furnished to the Company in writing.
SECTION 9. Changes. This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by the Company and the Purchaser.
SECTION 10. Headings. The headings of the various sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement.
SECTION 11. Severability. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
SECTION 12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California and the federal
law of the United States of America.
Page 15 of 23
<PAGE>
SECTION 13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
SECTION 14. Right of Assignment.
(a) This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors and assigns.
None of the parties may assign or delegate this Agreement or any of its rights
or duties under this Agreement without the prior written consent of the other
parties except as expressly set forth herein or to a person or entity into which
it has merged or which has otherwise succeeded to all or substantially all of
the business and assets of the assignor, and which has assumed in writing or by
operation of law its obligations under this Agreement. Nothing herein is
intended to confer on any person other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, with the exceptions of
individuals indemnified hereunder.
(b) Notwithstanding the foregoing, the Purchaser may, without the
written consent of the Company or the Founders, assign its rights and
obligations under this Agreement to any corporation, other than the Purchaser,
whether in existence at the time of execution of this Agreement or formed
hereafter which, directly or indirectly through one or more intermediaries,
wholly owns, or is wholly owned by the Purchaser (or "Affiliate of the
Purchaser") or to Viacom, Inc. or an affiliate thereof defined for purposes
hereof as an Affiliate of the Purchaser; provided, however, that any such
Affiliate of the Purchaser assumes, in writing or by operation of law, all
applicable terms and provisions of this Agreement. The rights of any such
Affiliate of the Purchaser shall terminate upon such affiliate ceasing to be an
Affiliate of the Purchaser. In the event of any such termination, the Purchaser
shall cause the Affiliate of the Purchaser to reassign all rights and
obligations under this Agreement to the Purchaser. In the event of any
assignment, the assigning party shall remain secondarily liable for the
performance of all of its obligations hereunder and, as a condition to such
assignment shall, upon the request of the other party, guaranty, in writing, the
performance of the assignee and shall cause the assignee to sign a separate
written agreement with the other party, in form reasonably satisfactory to the
other party, confirming the rights and obligations so assigned.
Page 16 of 23
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
STARSIGHT TELECAST, INC.
By:
Name:
Title:
PURCHASER
By:
Name: PVI Transmission Inc.
--------------------------
Title:
Address:
Page 17 of 23
Exhibit 99.2
Amendment No. Two to
Corporate Partnership Agreement
This Amendment No. Two ("2") to the Corporate Partnership Agreement dated
as of September 12, 1991, as amended Jan. 17, 1992, among Viacom International
Inc. ("Viacom") StarSight Telecast, Inc. (formerly Insight Telecast, Inc.) (the
"Company") and Michael W. Faber, Patrick Young and Milbank Wilson Capital
Partners (collectively, the "Founders") (as so amended, the "Corporate
Partnership Agreement"), as assigned by Viacom to PVI Transmission Inc. ("PVIT")
on November 19, 1993, is made this 20 day of November, 1995.
WHEREAS, PVIT has purchased certain equity securities (the "Securities") in
the Company on the date hereof pursuant to that certain Purchase Agreement
between PVIT and the Company of even date herewith and has further agreed not to
purchase such Securities pursuant to the terms and conditions of the warrant
("Warrant") attached as Exhibit B to the Corporate Partnership Agreement;
Now, therefore, PVIT, the Company and the Founders hereby agree to amend
certain provisions of the Corporate Partnership Agreement and the Warrant as
follows:
1. Section 11.2 ("Fair Market Value") of the Corporate Partnership
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:
Fair Market Value shall mean the average of the closing prices for a share of
common stock of the Company on the ten consecutive trading days ending on the
trading date last preceding the date of exercise, as reported on the National
Association of Securities Dealers Automated Quotations System ("NASDAQ") or if
such closing prices shall not be reported on NASDAQ, the average of the closing
sales prices, regular way, for a share of such security on the principal
national securities exchange on which such security is listed on such ten (10)
consecutive trading days, or if such security is not listed on any national
securities exchange, the average of the mean between the closing bid and asked
prices of a share of such security on such ten (10) consecutive trading days as
reported, or if such prices shall not be so reported, as the same shall be
reported by the National Quotation Bureau Incorporated or, in all other cases,
the value set in good faith by the Company's Board of Directors. The Company
agrees to calculate and notify PVIT of the approximate average closing price of
the Common Stock promptly upon request.
2. Section 11.3 (Termination of Top Up Right) of the Corporate Partnership
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:
Page 18 of 23
<PAGE>
"The right granted under this Section 11 shall expire at such time as PVIT (or
Viacom or an affiliate thereof, as the case may be) owns less than 3,173,508
shares of the Common Stock of the Company, such number constituting 15% of the
issued and outstanding shares of Common Stock of the Company as of the date
hereof."
3. Section 13 (Survival of Right of First Refusal in Series C Agreement) of
the Corporate Partnership Agreement is hereby amended by deleting the third
sentence thereof in its entirety and inserting the following in lieu thereof:
"Notwithstanding Section 8(d)(i), however, the Company agrees that the right of
first refusal shall continue to apply to PVIT (or to Viacom or an affiliate
thereof, as the case may be) so long as PVIT (or Viacom or an affiliate thereof,
as the case may be) does not own less than 3,173,508 shares of the Common Stock
of the Company, such number constituting 15% of the issued and outstanding
shares of the Common Stock of the Company as of the date hereof.
4. Section 14.1 (Standstill Provisions) and 14.5 (No Partnerships) of the
Corporate Partnership Agreement are hereby deleted.
5. Section 14.3 (No Voting Arrangements) of the Corporate Partnership
Agreement is amended by adding the following at the end thereof:
"It is acknowledged that any ownership interest held by Viacom or an affiliated
company in Spelling Entertainment Group, Inc. ("Spelling") and the presence of a
Viacom officer or employee as a representative of Spelling on the Company's
Board of Directors does not constitute an arrangement or agreement hereunder."
6. Section 14.6 (Termination of Viacom's Covenants) of the Corporate
Partnership Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"The Covenants set forth in Section 14.3 and 14.4 shall not apply for such
periods of time as PVIT (or Viacom or an affiliate thereof, as the case may be)
owns less than 25% of the Total Voting Power of the Company then in effect."
7. Section 15.2 (Termination of Right to a Director) of the Corporate
Partnership Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"The right granted under Section 15.1 shall expire at such time as PVIT (or
Viacom or an affiliate thereof, as the case may be) owns less than 3,173,508
shares of the Common Stock of the Company, such number constituting 15% of the
issued and outstanding shares of Common Stock of the Company as of the date
hereof."
8. Section 15.4 (Termination of Board Observer Right) of the Corporate
Partnership Agreement is hereof deleted in its entirety and the following is
substituted in lieu thereof:
Page 19 of 23
<PAGE>
"The right granted under Section 15.3 shall expire at such time as PVIT (or
Viacom or an affiliate thereof, as the case may be) owns less than 3,173,508
shares of the Common Stock of the Company, such number constituting 15% of the
issued and outstanding shares of Common Stock of the Company as of the date
hereof."
9. Section 1 (Exercise Price) of the Warrant is hereby amended by adding
the following at the end thereof:
"Fair Market Value shall mean the average of the closing prices for a share of
Common Stock of the Company on the ten consecutive trading days ending on the
trading date last preceding the date of exercise, as reported on the National
Association of Securities Dealers Automated Quotations System ("NASDAQ") or if
such closing prices shall not be reported on NASDAQ, the average of the closing
sales prices, regular way, for a share of such security on the principal
national securities exchange on which such security is listed on such ten (10)
consecutive trading days, or if such security is not listed on any national
securities exchange, the average of the mean between the closing bid and asked
prices of a share of such security on such ten (10) consecutive trading days as
reported, or if such prices shall not be so reported, as the same shall be
reported by the National Quotation Bureau Incorporated or, in all other cases,
the value set in good faith by the Company's Board of Directors. The Company
agrees to calculate and notify PVIT of the approximate average closing price of
the Common Stock promptly upon request.
10. Section 2 (Exercisability) of the Warrant is amended by deleting the
second sentence in its entirety and inserting the following in lieu thereof:
"This Warrant shall expire (i) immediately at such time as Holder owns less than
90% of the shares of the Common Stock of the Company heretofore issued open
conversion of Holder's Series C Preferred Stock originally purchased by Holder
under its Series C Agreement or (ii) upon consummation of any consolidation or
merger of the Company with or into another corporation (other than a merger with
another corporation in which the Company is the surviving corporation) which has
been approved by a majority of the outstanding shares of Common Stock of the
Company voting as a single class, or in the case of any sale of all or
substantially all of the assets of the Company which has been approved by a
majority of the outstanding shares of Common Stock of the Company voting as a
single class.
Page 20 of 23
<PAGE>
The foregoing Amendment No. Two to the Corporate Partnership Agreement is
hereby executed as of the date first written above.
The "Company" StarSight Telecast Inc.
By: ------------------------------
Title: ---------------------------
The "Founders" -----------------------------------
Michael W. Faber
-----------------------------------
Patrick Young
Milbank Wilson Capital Partners
By: -------------------------------
Title: ---------------------------
"PVIT" PVI Transmission Inc.
By: ------------------------------
Title: ---------------------------
Page 21 of 23
<PAGE>
November 20, 1995
Mr. Larry Wangberg
President
StarSight Telecast, Inc.
39650 Liberty Street
Fremont, California 94538
Dear Larry:
This will confirm that PVI Transmission Inc. ("PVIT") hereby waives for the
period ending June 30, 1996, its Right of First Refusal arising pursuant to
Section 13 of the Corporate Partnership Agreement dated September 12, 1991 among
StarSight Telecast, Inc. (formerly Insight Telecast, Inc.) (the "Company"),
Viacom International Inc. ("Viacom") and Michael W. Faber, Patrick Young and
Milbank Wilson Capital Partners, as assigned by Viacom to PVIT on November 19,
1993. This waiver pertains only to the potential transactions named below and
identified in the memorandum ("Memorandum") from you dated November 15, 1995
captioned "Update with Regard to Our Financing/Strategic Partnership
Discussions" and distributed at the Board of Directors meeting of the Company on
November 16, 1995. The transactions to which this waiver pertains are those
described in the Memorandum as "Thompson", "Gemstar" and "Zenith/LG Electronics
(Goldstar)".
Very truly yours,
PVI Transmission Inc.
BY: ----------------------------
Edward Schor
Assistant Secretary
Page 22 of 23
Exhibit 99.3
Pursuant to Rule 13d-1(f)(1)(iii) of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, each of the undersigned
agrees that the statement to which this Exhibit is attached is filed on its
behalf.
December 11, 1995 SPELLING ENTERTAINMENT INC.
By /s/ Thomas P. Carson
---------------------------------
Name: Thomas P. Carson
Title: Executive Vice President
PVI TRANSMISSION INC.
By /s/ Mark Rosenthal
---------------------------------
Name: Mark Rosenthal
Title: Co-President and Secretary
*
--------------------------------------
Sumner M. Redstone, Individually
*By /s/ Philippe P. Dauman
----------------------------
Philippe P. Dauman
Attorney-in-Fact
under the Limited Power of
Attorney previously filed
Page 23 of 23
