Exhibit 99.1
December 23, 1996
Gemstar International Group Limited
135 North Los Robles Avenue - Suite 800
Pasadena, California 91101
Re: Agreement of Principal Shareholders Concerning
Transfer and Voting of Shares of StarSight
Telecast, Inc.
We understand that Gemstar International Group Limited, a
British Virgin Island corporation ("Gemstar"), and StarSight
Telecast, Inc., a California corporation (the "Company"),
of which the undersigned are principal shareholders, are
prepared to enter into an agreement for the merger (the "Merger")
of G/S Acquisition Subsidiary, a California corporation ("Sub"), into
the Company, but that Gemstar has conditioned its willingness to
proceed with such agreement (the "Merger Agreement") upon Gemstar's
receipt from us of assurances satisfactory to Gemstar of our support
of and commitment to the Merger. We are familiar with the Merger
Agreement and the terms and conditions of the Merger. In order to
evidence such commitment and to induce Gemstar to enter into the Merger
Agreement, we hereby represent and warrant to Gemstar and agree with
Gemstar as follows:
1. Voting. We will vote or cause to be voted all shares of capital
stock of the Company owned of record or beneficially owned or held in
any capacity by any of us or under any of our control in favor of the
Merger and other transactions provided for in or contemplated by
the Merger Agreement and against any inconsistent proposals or
transactions.
2. Ownership. As of the date hereof, our only ownership of, or
interest in, equity securities or convertible debt securities of
the Company consists solely of the interests described in
Schedule I hereto (collectively, the "Shares').
3. Restriction on Transfer. During the period from the date of
this Merger Agreement and continuing until the earlier of the
termination of the Merger Agreement pursuant to its terms or the
effective time of the Merger, we will not sell, transfer, pledge or
otherwise dispose of any of the Shares or any interest therein or
agree to sell, transfer, pledge or otherwise dispose of any of the
Shares or any interest therein, without your express written
consent. In addition, we hereby agree to execute and deliver to you
the affiliate letters contemplated by Section 5.10 of the Merger
Agreement in the form of Exhibit 5.10A to the Merger Agreement.
4. Termination. This letter agreement and our obligations
hereunder will terminate on June 30, 1997 unless the Merger Agreement
is extended in accordance
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with its terms, in which event this letter agreement and our
obligations will terminate on such extended date. Notwithstanding
the foregoing, if the Merger Agreement were to be terminated
earlier in accordance with its terms, this letter agreement and
our obligations hereunder will also terminate concurrently with the
termination of the Merger Agreement.
5. Effective Date; Succession; Remedies. Upon your acceptance and
execution of the Agreement, this letter agreement shall mutually bind and
benefit you and us, any of our heirs, successors and assigns and any of
your successors. You will not assign the benefit of this letter
agreement other than to a wholly owned subsidiary. We agree that
in light of the inadequacy of damages as a remedy, specific performance
shall be available to you, in addition to any other remedies you may have
for the violation of this letter agreement.
6. Nature of Holdings; Shares. All references herein to our
holdings of the Shares shall be deemed to include Shares held
or controlled by any of us, individually, jointly (as community
property or otherwise), or in any other capacity, and shall extend
to any securities issued to any of us in respect of the Shares.
Very truly yours,
Principal Shareholders
PVI TRANSMISSION INC.
By: /s/ Edward Schor
----------------------------
Name: Edward Schor
Title: Vice President
THOMSON MULTIMEDIA S.A.
By: /s/ James Meyer
----------------------------
Name: James Meyer
Title:
COX COMMUNICATIONS, INC.
By: /s/ Ajit Dalvi
----------------------------
Name: Ajit Dalvi
Title:
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VIRGIN INTERACTIVE ENTERTAINMENT, INC.
By: /s/ Sally Suchil
----------------------------
Name: Sally Suchil
Title: Senior Vice President
TRIBUNE COMPANY
By: /s/ Don Davis
----------------------------
Name: Don Davis
Title:
PROVIDENCE JOURNAL COMPANY
By: /s/ Jack Clifford
----------------------------
Name: Jack Clifford
Title: Executive Vice
President
ACCEPTED:
GEMSTAR INTERNATIONAL GROUP LIMITED
By: /s/ Larry Goldberg
---------------------------------
Name: Larry Goldberg
Title: Secretary
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SCHEDULE 1
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Shares of
Beneficial Owner Common Stock Owned
PVI Transmission Inc. 4,475,814
THOMSON multimedia S.A. 3,333,333
Cox Communications, Inc. 2,166,647
Virgin Interactive Entertainment, Inc. 1,124,176
Tribune Company 1,122,518
Providence Journal Company 791,897
