<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)/1/
--------------------
TV GUIDE, INC.
---------------------------------------------------------
(formerly known as United Video Satellite Group, Inc.)
------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
---------------------------------------------------------
(Title of Class of Securities)
87307Q109
(CUSIP Number)
Arthur M. Siskind, Esq.
The News Corporation Limited
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
(212) 852-7000
--------------------
with copies to:
Jeffrey W. Rubin, Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
(Name, address and telephone number of person
authorized to receive notices and communications)
March 1, 1999
--------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [_]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See (S) 240.13d-7(b)
for other parties to whom copies are to be sent.
- ----------
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however, see the Notes).
Page 1 of 76 Pages
<PAGE>
CUSIP No. 87307Q109
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S.Identification Nos. of Above Persons
The News Corporation Limited
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
South Australia, Australia
- --------------------------------------------------------------------------------
7 Sole Voting Power 66,534,108/1/
Number of ----------------------------------------------------------------
Shares 8 Shared Voting Power - 0 -
Beneficially
Owned by ----------------------------------------------------------------
Each 9 Sole Dispositive Power 66,534,108/1/
Reporting
Person with ----------------------------------------------------------------
10 Shared Dispositive Power - 0 -
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
66,534,108/1/
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
43.8%/2/
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
- ----------
/1/ Includes 37,496,588 shares of Class A Common Stock issuable upon conversion
of a like number of shares of Class B Common Stock. See Introductory Statement
and Item 5. Does not include shares beneficially owned by the Liberty Companies,
as defined in the Introductory Statement. See Item 5.
/2/ Assumes conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock. Because each share of Class B Common Stock is entitled to
10 votes per share, the Reporting Person beneficially owns equity securities of
the Issuer representing approximately 48.9% of the voting power of the Issuer
(assuming no conversion of the Class B Common Stock). See Introductory Statement
and Item 5.
Page 2 of 76 Pages
<PAGE>
CUSIP No. 87307Q109
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S.Identification Nos. of Above Persons
News Publishing Australia Limited
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power 66,534,108/1/
Number of ----------------------------------------------------------------
Shares 8 Shared Voting Power - 0 -
Beneficially
Owned by ----------------------------------------------------------------
Each 9 Sole Dispositive Power 66,534,108/1/
Reporting
Person with ----------------------------------------------------------------
10 Shared Dispositive Power - 0 -
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
66,534,108/1/
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
43.8%/2/
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
- ----------
/1/ Includes 37,496,588 shares of Class A Common Stock issuable upon conversion
of a like number of shares of Class B Common Stock. See Introductory Statement
and Item 5. Does not include shares beneficially owned by the Liberty Companies,
as defined in the Introductory Statement. See Item 5.
/2/ Assumes conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock. Because each share of Class B Common Stock is entitled to
10 votes per share, the Reporting Person beneficially owns equity securities of
the Issuer representing approximately 48.9% of the voting power of the Issuer
(assuming no conversion of the Class B Common Stock). See Introductory Statement
and Item 5.
Page 3 of 76 Pages
<PAGE>
CUSIP No. 87307Q109
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S.Identification Nos. of Above Persons
TVG Holdings, Inc.
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power 66,534,108/1/
Number of ----------------------------------------------------------------
Shares 8 Shared Voting Power - 0 -
Beneficially
Owned by ----------------------------------------------------------------
Each 9 Sole Dispositive Power 66,534,108/1/
Reporting
Person with ----------------------------------------------------------------
10 Shared Dispositive Power - 0 -
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
66,534,108/1/
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
43.8%/2/
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
/1/ Includes 37,496,588 shares of Class A Common Stock issuable upon conversion
of a like number of shares of Class B Common Stock. See Introductory Statement
and Item 5. Does not include shares beneficially owned by the Liberty Companies,
as defined in the Introductory Statement. See Item 5.
/2/ Assumes conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock. Because each share of Class B Common Stock is entitled to
10 votes per share, the Reporting Person beneficially owns equity securities of
the Issuer representing approximately 48.9% of the voting power of the Issuer
(assuming no conversion of the Class B Common Stock). See Introductory Statement
and Item 5.
Page 4 of 76 Pages
<PAGE>
CUSIP No. 87307Q109
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S.Identification Nos. of Above Persons
K Rupert Murdoch
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States of America
- --------------------------------------------------------------------------------
7 Sole Voting Power 66,534,108/1/
Number of ----------------------------------------------------------------
Shares 8 Shared Voting Power - 0 -
Beneficially
Owned by ----------------------------------------------------------------
Each 9 Sole Dispositive Power 66,534,108/1/
Reporting
Person with ----------------------------------------------------------------
10 Shared Dispositive Power - 0 -
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
66,534,108/1/
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
43.8%/2/
- --------------------------------------------------------------------------------
14 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
/1/ Includes 37,496,588 shares of Class A Common Stock issuable upon conversion
of a like number of shares of Class B Common Stock. See Introductory Statement
and Item 5. Does not include shares beneficially owned by the Liberty Companies,
as defined in the Introductory Statement. See Item 5.
/2/ Assumes conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock. Because each share of Class B Common Stock is entitled to
10 votes per share, the Reporting Person beneficially owns equity securities of
the Issuer representing approximately 48.9% of the voting power of the Issuer
(assuming no conversion of the Class B Common Stock). See Introductory Statement
and Item 5.
Page 5 of 76 Pages
<PAGE>
CUSIP No. 87307Q109
- --------------------------------------------------------------------------------
1 Name of Reporting Persons/S.S. or I.R.S.Identification Nos. of Above Persons
News America Incorporated
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
Not Applicable
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) [_]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
7 Sole Voting Power - 0 -
Number of ----------------------------------------------------------------
Shares 8 Shared Voting Power - 0 -
Beneficially
Owned by ----------------------------------------------------------------
Each 9 Sole Dispositive Power - 0 -
Reporting
Person with ----------------------------------------------------------------
10 Shared Dispositive Power - 0 -
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 -
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
CO
- --------------------------------------------------------------------------------
Page 6 of 76 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
TV GUIDE, INC.
(formerly known as United Video Satellite Group, Inc.)
Introductory Statement
- ----------------------
This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D
(the "Statement") relates to the Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), of TV Guide, Inc. (formerly known as United Video
Satellite Group, Inc.), a Delaware corporation (the "Issuer" or "Company"), and
includes information regarding (i) the Class A Common Stock, and (ii) the Class
B Common Stock, par value $.01 per share (the "Class B Common Stock" and
together with the Class A Common Stock, the "Common Stock"), of the Company.
This Amendment amends and supplements the Statement originally filed by the
"Reporting Persons" (as defined herein) on August 11, 1998 with the Securities
and Exchange Commission (the "SEC").
On March 1, 1999, The News Corporation Limited ("News Corp.") and the
Company consummated the transactions previously described in the Statement. On
such date, pursuant to (i) the Share Exchange Agreement, effective as of June
10, 1998, among News America Incorporated, Holdings and the Company (the "Share
Exchange Agreement"), (ii) the letter agreement, effective as of June 10, 1998,
among News Corp., Tele-Communications, Inc. ("TCI") and the Company (the "Parent
Agreement") and (iii) the letter agreement, dated February 23, 1999, among News
Corp., TCI and the Company (the "Equalization Letter," and collectively with the
Share Exchange Agreement and the Parent Agreement, the "Acquisition
Agreements"), News Corp.'s indirect subsidiary, TVG Holdings, Inc.
Page 7 of 76 Pages
<PAGE>
("Holdings"), acquired an aggregate of 29,037,520 shares of the Company's Class
A Common Stock and 37,496,588 shares of the Company's Class B Common Stock. The
Acquisition Agreements supersede the June 10, 1998 "Letter Agreement" previously
described in Item 4 of the Statement.
In connection with the closing of the transactions contemplated by the
Acquisition Agreements, Holdings, News Corp., TCI UVSG, Inc., Liberty Media
Corporation, TCI and the Company entered into a Stockholders' Agreement dated as
of March 1, 1999 (the "Stockholders Agreement"). By virtue of the Stockholders
Agreement, TCI UVSG, Inc. and Liberty Media Corporation (together, the "Liberty
Companies"), on the one hand, and the Reporting Persons, on the other hand, may
constitute a "group" for purposes of Rule 13d-5 under the Securities Act of
1934, as amended (the "Exchange Act"), with respect to their respective
beneficial ownership of shares of Common Stock.
The descriptions of, and references to, the Acquisition Agreements, the
Stockholders Agreement and other agreements and documents are qualified in their
entirety by reference to the complete texts of such agreements and documents
filed as Exhibits hereto and incorporated herein by reference.
Item 2. Identity and Background.
-----------------------
Item 2 is hereby amended and restated to read in its entirety as follows:
This Statement is being filed by (i) The News Corporation Limited ("News
Corp."), a South Australia, Australia corporation with its principal executive
offices located at 2 Holt Street, Sydney, New South Wales 2010, Australia, (ii)
News Publishing Australia Limited ("NPAL"), a Delaware corporation and a
subsidiary of News Corp., with its principal executive offices at 1300 North
Market Street, Suite 404, Wilmington, Delaware 19801, (iii) TVG Holdings, Inc.
("Holdings"), a Delaware corporation and a subsidiary of NPAL, with its
principal executive offices at 1300 North Market Street, Suite 404, Wilmington,
Delaware 19801, (iv) K. Rupert Murdoch, a United States citizen, with his
business address at 10201 West Pico Boulevard, Los Angeles, California 90035,
and (v) News America Incorporated ("NAI"), a Delaware corporation and a
subsidiary of NPAL, with its principal executive offices at 1211
Page 8 of 76 Pages
<PAGE>
Avenue of the Americas, New York, New York 10036. News Corp., NPAL, Holdings, K.
Rupert Murdoch and NAI are referred to herein collectively as the "Reporting
Persons." The name, residence or business address, principal occupation or
employment and the name, principal business, and address of any corporation or
other organization in which such employment is conducted with respect to each
director and executive officer of the Reporting Persons are set forth in
Schedule 1 attached hereto, which is incorporated herein by reference. To the
knowledge of the Reporting Persons, each of the persons named on Schedule 1 (the
"Schedule 1 Persons") is a United States citizen unless otherwise indicated.
News Corp. is a diversified international communications company
principally engaged in the production and distribution of motion pictures and
television programming; television, satellite and cable broadcasting; the
publication of newspapers, magazines and books; the production and distribution
of promotional and advertising products and services; the development of digital
broadcasting; the development of conditional access and subscriber management
systems; and the provision of computer information services.
NPAL is a holding company 100% of which is owned by News Corp. directly and
through certain intermediaries.
Holdings is a wholly-owned subsidiary of NPAL and holds the shares of Class
A Common Stock and Class B Common Stock of the Company reported herein.
K. Rupert Murdoch is the Chairman and Chief Executive of News Corp.; a
director of NPAL; a director of News International plc, News Corporation's
principal subsidiary in the United Kingdom; a director of News Limited, News
Corporation's principal subsidiary in Australia; a director of NAI; a director
of Holdings; a director of Satellite Television Asian Region Limited, the Asia
Pacific Region's largest satellite television broadcaster; a director of British
Sky Broadcasting Group plc, which operates the leading pay television
broadcasting services in the United Kingdom and the Republic of Ireland; and
director, Chairman and Chief Executive Officer of Fox Entertainment Group, Inc.,
an indirect subsidiary
Page 9 of 76 Pages
<PAGE>
of News Corp. principally engaged in the development, production and worldwide
distribution of feature films and television programs, television broadcasting
and cable network programming.
Approximately 30% of the voting stock of News Corp. is owned by (i) Mr.
Murdoch and members of his family, (ii) Cruden Investments Pty. Limited, a
private Australian investment company owned by Mr. Murdoch, members of his
family and certain charities and (iii) corporations which are controlled by
trustees of settlements and trusts set up for the benefit of the Murdoch family,
certain charities and other persons. By virtue of shares of News Corp. owned by
such persons and entities, and Mr. Murdoch's positions as Chairman and Chief
Executive of News Corp., Mr. Murdoch may be deemed to control the operations of
News Corp.
NAI is a company 100% owned by News Corp. through certain intermediaries.
NAI is the principal subsidiary of News Corp. in the United States and whose
affiliates and subsidiaries conduct a substantial portion of the United States
activities of News Corp.
During the last five years, none of the Reporting Persons or, to the best
of the knowledge of the Reporting Persons, none of the Schedule 1 persons has
(i) been convicted in a criminal proceeding (excluding minor traffic violations
or similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction a result of which it
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby amended and restated to read in its entirety as follows:
The shares of Class A Common Stock and Class B Common Stock to which this
Statement relates were issued pursuant to the terms of the Acquisition
Agreements. The purchase price for 6,543,108 shares of Class A Common Stock
purchased by Holdings pursuant to the Equalization Letter
Page 10 of 76 Pages
<PAGE>
(the "Equalization Shares") was paid by offsetting such amount against the cash
portion of the consideration received by Holdings pursuant to the Share Exchange
Agreement. See Item 4 below.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended and restated to read in its entirety as follows:
Holdings acquired its shares of Class A Common Stock and Class B Common
Stock on March 1, 1999 pursuant to the Acquisition Agreements. Under the terms
of the Share Exchange Agreement, Holdings received 22,503,412 shares of Class A
Common Stock, 37,496,588 shares of Class B Common Stock and $800 million in cash
in exchange for the outstanding shares of capital stock of News America
Publications Inc. and TVSM, Inc., publishers of TV Guide magazine and other
television program listings guides.
Pursuant to the Parent Agreement and the Equalization Letter, Holdings
acquired the Equalization Shares for approximately $129 million, which
represents the approximately $131 million aggregate price of such shares, less a
transaction adjustment of approximately $2 million.
In connection with the Stockholders Agreement described in Item 6 below
(the complete text of which is filed as an Exhibit hereto and incorporated
herein by reference) and the closing of the transactions contemplated by the
Acquisition Agreements, the Board of Directors of the Company amended and
restated the bylaws of the Company to fix the number of the Company's directors
at ten, to provide for an Office of the Chairman and to provide that the
approval of any action by the Board of Directors requires the affirmative vote
of at least seven of the ten directors, except for the removal of any officer of
the Company, which requires approval of six of the ten directors. The Office of
the Chairman is responsible for overseeing the three primary business units of
the Company that were formed upon the closing of the transactions: TV Guide
Magazine Group, TV Guide Entertainment Group and the United Video Group.
Page 11 of 76 Pages
<PAGE>
In connection with the closing of the transactions, Anthea Disney, Chairman
and Chief Executive Officer of News America Publishing Group, a division of News
Corp., was appointed to the position of Chairman and Chief Executive Officer of
the Company, and Joachim Kiener, President and Chief Operating Officer of News
America Publishing Group, was named President of the Company and Chairman and
Chief Executive Officer of the TV Guide Magazine Group. Ms. Disney and Mr.
Kiener are to remain employees of News Corp., but will be seconded to the
Company under agreements whereby the substantial majority of their time is to be
made available to the Company and the Company will reimburse News Corp. for an
appropriate portion of the cost of their cash compensation and employee benefits
paid by News Corp. Ms. Disney and Mr. Kiener will also serve as members of the
Office of the Chairman, along with Peter C. Boylan III, Executive Vice President
of the Company and Chairman and Chief Executive Officer of the TV Guide
Entertainment Group and the United Video Group. Messrs. Kiener and Boylan will
each report to Ms. Disney.
In addition, pursuant to the Stockholders Agreement, TCI, the Liberty
Companies, News Corp. and Holdings have agreed that each stockholder or group of
related stockholders that are party to such Agreement shall be entitled to
designate one member of the Company's Board of Directors for each 12.5% of the
Class B Common Stock owned by such stockholder or group, and the other parties
to such Agreement would vote their shares of Common Stock in favor of the
election of such designees as director. Based on their relative share ownership
following the closing of the transactions contemplated by the Acquisition
Agreements, each of TCI UVSG, Inc. and Holdings is entitled to designate four
members of the Board of Directors. The eight members so designated will then
appoint two persons who are independent directors within the meaning of the
rules of the Nasdaq Stock Market. The four directors designated by Holdings are
Ms. Disney, Mr. Kiener, Chase Carey, an Executive Director and Co-Chief
Operating Officer of News Corp., and Peter Chernin, an Executive Director,
President and Chief Operating Officer of News Corp. The four directors
designated by TCI UVSG, Inc. are Mr. Boylan, Robert R. Bennett and Gary S.
Howard, each of whom is currently a director, and Charles Y. Tanabe,
Page 12 of 76 Pages
<PAGE>
who currently serves as Senior Vice President and General Counsel of Liberty
Media Corporation. The new directors (Ms. Disney and Messrs. Kiener, Carey,
Chernin and Tanabe) took office without stockholder action on or about March 29,
1999.
Further, pursuant to the amended and restated bylaws of the Company, the
Executive Committee of the Board of Directors will have four members, all of
whom are to be designated by the holders of the Class B Common Stock, with such
powers as may be delegated to it by the unanimous consent of the entire Board of
Directors. In accordance with the Stockholders Agreement, the four members of
the Executive Committee will initially consist of two members designated by TCI
UVSG, Inc. and two members designated by Holdings.
The Reporting Persons intend to continuously review their investment in the
Company, and may in the future determine to (i) acquire additional securities of
the Company, through open market purchases, private agreements or otherwise,
(ii) dispose of all or a portion of the securities of the Company owned by them
or (iii) take any other available course of action, which could involve one or
more of the types of transactions or have one or more of the results described
in the last paragraph of this Item 4. Notwithstanding anything contained
herein, the Reporting Persons specifically reserve the right to change their
intentions with respect to any or all of such matters. In reaching any decision
as to their course of action (as well as to the specific elements thereof), the
Reporting Persons currently expect that they would take into consideration a
variety of factors, including, but not limited to, the Company's business and
prospects, other developments concerning the Company and the television and
entertainment programming industries generally, other business opportunities
available to the Reporting Persons, other developments with respect to the
business of the Reporting Persons, general economic conditions and money and
stock market conditions, including the market price of the securities of the
Company.
Other than as described herein, none of the Reporting Persons have any
present plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of
Page 13 of 76 Pages
<PAGE>
the Company or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the Board of Directors or management of the
Company, including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the Board of Directors of the
Company; (e) any material change in the present capitalization or dividend
policy of the Company; (f) any other material change in the Company's business
or corporate structure; (g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) a class of securities
of the Company being delisted from a national securities exchange or ceasing to
be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended and restated to read in its entirety as follows:
On March 1, 1999, by virtue of the consummation of the transactions
contemplated by the Share Exchange Agreement and the purchase from the Company
of the Equalization Shares, Holdings became the direct beneficial owner of
29,037,520 shares of Class A Common Stock and 37,496,588 shares of Class B
Common Stock. Each of News Corp., NPAL and Mr. Murdoch may be deemed to be
indirect beneficial owners of such shares. Based upon the number of shares
reflected as outstanding as of March 2, 1999 in the Company's information
statement pursuant to Section 14(f) of the Exchange Act, the shares of the
Company's securities beneficially owned by the Reporting Persons represent
approximately 37.7% of the Class A Common Stock (approximately 43.8% assuming
the conversion of the Class B Common Stock into Class A Common Stock), 50% of
the Class B Common Stock, and
Page 14 of 76 Pages
<PAGE>
approximately 48.9% of the combined voting power of the Class A Common Stock and
the Class B Common Stock voting together as a single class. The holders of Class
A Common Stock are entitled to one vote for each share of Class A Common Stock
held, and the holders of Class B Common Stock are entitled to ten votes for each
share of Class B Common Stock held. The Class A Common Stock and Class B Common
Stock vote together as a single class for the election of directors and on all
other matters to be voted on by the stockholders of the Company, except as
required by law. The foregoing amounts exclude any shares benefically owned by
the Liberty Companies as described below and the Reporting Persons disclaim
beneficial ownership of any of such shares.
To the Reporting Persons' knowledge, the Liberty Companies collectively are
the direct beneficial owners of 29,037,520 shares of Class A Common Stock and
37,496,588 shares of Class B Common Stock. Based upon the number of shares
reflected as outstanding as of March 2, 1999 in the Company's information
statement pursuant to Section 14(f) of the Exchange Act, the shares of the
Company's securities beneficially owned by the Liberty Companies represent
approximately 37.7% of the Class A Common Stock (approximately 43.8% assuming
the conversion of the Class B Common Stock into Class A Common Stock), 50% of
the Class B Common Stock, and approximately 48.9% of the combined voting power
of the Class A Common Stock and the Class B Common Stock voting together as a
single class. By virtue of the Stockholders Agreement, the Reporting Persons
and the Liberty Companies may constitute a "group" for the purpose of Rule 13d-5
promulgated under the Exchange Act. Nothing contained in this Statement shall
constitute an admission that the Reporting Persons and the Liberty Companies
constitute a "group" for such purposes. The Liberty Companies collectively
benefically own the same number of shares of Class A Common Stock and Class B
Common Stock as the Reporting Persons. Accordingly, based upon the number of
shares reflected as outstanding as of March 2, 1999 in the Information
Statement, the aggregate number of shares of the Company's securities
beneficially owned by the Liberty Companies combined with those beneficially
owned by the Reporting Persons represent approximately 75.5% of the Class A
Common Stock (approximately 87.6% assuming
Page 15 of 76 Pages
<PAGE>
the conversion of the Class B Common Stock into Class A Common Stock), 100% of
the Class B Common Stock, and approximately 97.7% of the combined voting power
of the Class A Common Stock and Class B Common Stock voting together as a single
class. As a result of the voting power associated with the shares of Class B
Common Stock and as the sole holders of the Class B Common Stock, the Liberty
Companies and the Reporting Persons may be deemed to share control of the
Company. However, neither the Reporting Persons, on the one hand, nor the
Liberty Companies, on the other hand, have the ability to affirmatively direct
the management of the Company without the concurrence of the other. Except as
described in Item 6, the Reporting Persons have the sole power to vote and
dispose of all of the shares of Class A Common Stock and Class B Common Stock to
which this Statement relates.
On December 31, 1998, NAI sold the capital stock of News America
Publications Inc. and TVSM, Inc. to Holdings. As NAI does not beneficially own
any securities of the Company, NAI will cease to be a reporting person or a
member of the "group" of Reporting Persons herein after the filing of this
Amendment.
Except as described above, no transactions were effected by the Reporting
Persons in the Common Stock during the 60 days preceding the date hereof.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Item 6 is hereby amended and restated to read in its entirety as follows:
On March 1, 1999, TCI, the Liberty Companies, News Corp., Holdings and the
Company entered into the Stockholders Agreement, which provides that, among
other things, for so long as a stockholder or group of related stockholders is
entitled to designate at least one director to the Company's Board of Directors,
the other stockholder or group of related stockholders shall be subject to
certain restrictions on its ability to sell any of its shares of Common Stock to
an unaffiliated third party or to convert any of its shares of Class B Common
Stock to shares of Class A Common Stock unless it first
Page 16 of 76 Pages
<PAGE>
offers such Common Stock for sale to the non-transferring party. If the non-
transferring party elects not to purchase such Common Stock, the transferring
party will convert any Class B Common Stock to be sold into Class A Common Stock
prior to such sale unless such Class B Common Stock is to be sold to a third
party that has offered to purchase at least 12.5% of the aggregate number of
shares of Class B Common Stock outstanding. Pursuant to the Stockholders
Agreement, so long as there continues to be at least two stockholders or groups
of related stockholders that each own in the aggregate 30% or more of the
outstanding Class B Common Stock, such stockholders or the members of each such
stockholder group will vote their shares of Common Stock on all matters
submitted to a vote of the Company's stockholders only as shall be mutually
agreed upon by such stockholders or stockholder groups and, if they are unable
to agree on how to vote with respect to any such proposal, they will each be
obligated to vote against such proposal. Under the Stockholders Agreement, a
stockholder or group of related stockholders is entitled to designate one
director for each 12.5% of the outstanding shares of Class B Common Stock owned
by such party (rounded to the nearest 12.5%, with more than 6.25% being rounded
up, and 6.25% or less being rounded down), and the other stockholders or group
of related stockholders will vote or cause to be voted all shares of Common
Stock owned by such party for the election of such designee(s) as director. In
addition, the Stockholders Agreement provides for certain registration rights
with respect to the resale of the Class A Common Stock owned by stockholders
that are parties to the Stockholders Agreement. Pursuant to the Stockholders
Agreement, the Parent (as defined in such Agreement) of each stockholder or
group of related stockholders that is entitled to designate at least one
director to the Company's Board of Directors pursuant to the Stockholders
Agreement agrees with and for the benefit of the Parent of each other
stockholder or group of related stockholders that is so entitled to designate at
least one director to the Company's Board of Directors that, for so long as
there are at least two such stockholders or stockholder groups, the Company
will, subject to certain limited exceptions, be the exclusive vehicle through
which such Parent, directly or indirectly through its controlled affiliates,
conducts program guide businesses (print, electronic or
Page 17 of 76 Pages
<PAGE>
otherwise) worldwide. Currently, TCI and News Corp. are each Parents within the
meaning of the Stockholders Agreement. The foregoing description of the
Stockholders Agreement is qualified in its entirety by reference to the complete
text thereof filed as an Exhibit hereto and incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
Item 7 is hereby amended by adding the following to the end thereto:
Exhibit No. Exhibit
----------- -------
10.3 Share Exchange Agreement, effective as of June 10, 1998,
among NAI, Holdings and the Company. Incorporated by
reference from Appendix I of the Proxy Statement on
Schedule 14A of the Company (File No. 000-22662) filed on
January 21, 1999.
10.4 Letter agreement, effective as of June 10, 1998, among
News Corp., TCI and the Company (the Parent Agreement).
Incorporated by reference from Exhibit 10.1 to the report
on Form 8-K of the Company (File No. 000-22662) filed on
March 16, 1999.
10.5 Letter agreement, dated February 23, 1999, among
News Corp., TCI and the Company (the Equalization Letter).
10.6 Stockholders' Agreement, dated as of March 1, 1999, among
Holdings, News Corp., TCI UVSG, Inc., Liberty Media
Corporation, TCI and the Company.
10.7 Power of Attorney, dated March 31, 1999, by NPAL, Holdings
and K. Rupert Murdoch.
Page 18 of 76 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: March 31, 1999
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
---------------------------------------
Name: Arthur M. Siskind
Title: Director
Page 19 of 76 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: March 31, 1999
NEWS PUBLISHING AUSTRALIA LIMITED
By: /s/ K. Rupert Murdoch
---------------------------------------
Name: K. Rupert Murdoch
Title: Director
Page 20 of 76 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: March 31 , 1999
TVG HOLDINGS, INC.
By: /s/ Arthur M. Siskind
----------------------------------------
Name: Arthur M. Siskind
Title: Director and Senior Executive
Vice President
Page 21 of 76 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: March 31, 1999
/s/ K. Rupert Murdoch
---------------------------------------
K. Rupert Murdoch
Page 22 of 76 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Date: March 31, 1999
NEWS AMERICA INCORPORATED
By: /s/ Arthur M. Siskind
---------------------------------------
Name: Arthur M. Siskind
Title: Director and Senior Executive
Vice President
Page 23 of 76 Pages
<PAGE>
Schedule 1 is hereby amended and restated to read in its entirety as follows:
Schedule 1
- ----------
Directors, Executive Officers and Controlling Persons of the Reporting
Persons.
<TABLE>
<CAPTION>
Principal Business
or Organization in
Principal Occupation and Business Which Such
--------------------------------- Employment is
Name Address Conducted
---- ------- ---------
<S> <C> <C>
K. Rupert Murdoch Chairman and Chief Executive of News News Corp.
Corp.; Director of NPAL; Director of
News International plc; Director of News
Limited; Director of NAI; Director of
Holdings; Director of Satellite Television
Asian Region Limited ("STAR TV");
Director of British Sky Broadcasting
Group plc ("BSkyB"); Director, Chairman
and Chief Executive Officer of Fox
Entertainment Group, Inc.;
10201 West Pico Boulevard
Los Angeles, CA 90035
Geoffrey C. Bible Non Executive Director of News Corp.; Philip Morris
Chairman and Chief Executive Officer of
Philip Morris Companies Inc. ("Philip
Morris"); Director of New York Stock
Exchange, Inc.; and Director of Lincoln
Center for the Performing Arts, Inc.;
120 Park Avenue
New York, New York 10017
Chase Carey Executive Director and Co-Chief Fox Television
Operating Officer of News Corp.;
Director and Executive Vice President of
NAI; Director and Co-Chief Operating
Officer of Fox Entertainment Group, Inc.;
Chairman and Chief Executive Officer of
Fox Television; President and Chief
Operating Officer of Holdings;
10201 West Pico Boulevard
Los Angeles, CA 90035
</TABLE>
Page 24 of 76 Pages
<PAGE>
<TABLE>
<S> <C> <C>
Gareth C.C. Chang Executive Director of News Corp.; STAR TV
Executive Chairman of STAR TV;
8th Floor, One Harbourfront
18 Tak Fung Street
Hunghom, Kowloon, Hong Kong
Peter Chernin Executive Director, President and Chief News Corp.
Operating Officer of News Corp.;
Director, Chairman and Chief Executive
Officer of NAI ; Director, President and
Chief Operating Officer of Fox
Entertainment Group, Inc.; Chairman and
Chief Executive Officer of Holdings;
10201 West Pico Boulevard
Los Angeles, CA 90035
Ken E. Cowley/1/ Non Executive Director of News Corp.; News Corp.
Director of Ansett Australia Holdings
Limited; Chairman of Ansett International
Pty Ltd. and Chairman of Ansett New
Zealand Pty Ltd.;
2 Holt Street
Sydney, New South Wales 2010
Australia
David F. DeVoe Executive Director, Senior Executive News Corp.
Vice President and Chief Financial
Officer and Finance Director of News
Corp.; Director and Senior Executive
Vice President of NAI; Director, Senior
Executive Vice President and Chief
Financial Officer of Fox Entertainment
Group, Inc.; Director of STAR TV;
Director of BSkyB; Director and Senior
Executive Vice President of Holdings;
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
_______________
/1/ Citizen of Australia
Page 25 of 76 Pages
<PAGE>
<TABLE>
<S> <C> <C>
Aatos Erkko/2/ Non Executive Director of News Corp.; Sanoma
Chairman of Sanoma Corporation
("Sanoma"), a privately owned media
company in Finland
P.O. Box 144
SF00101 Helsinki, Finland
Andrew S.B. Knight/3/ Non Executive Director of News Corp. News Corp.
c/o News International plc
1 Virginia Street
London E19X4 England
Letizia B.A. Moratti/4/ Executive Director of News Corp.; News Corp.
Chairman of News Corp. Europe;
c/o Nikols Sedgwick
Via Vincenzo
Viviani 12, 20124 Milano, Italy
Lachlan K. Murdoch Executive Director of News Corp.; News Corp.
Chairman and Director of Queensland
Press Limited; Director of Herald &
Weekly Times Limited; Managing
Director and Director of News Limited;
Deputy Chairman of STAR TV; Director
of Beijing PDN Xinren Information
Technology Company Ltd; Director of
FOXTEL Management Pty Ltd.;
2 Holt Street
Sydney, New South Wales 2010
Australia
Thomas J. Perkins Non Executive Director of News Corp.; Kleiner Perkins
Senior Partner at Kleiner Perkins Canfield
& Byers ("Kleiner Perkins"); Director of
Compaq Computer Corporation;
4 Embarcadero Center
Suite 3520
San Francisco, CA 94111
</TABLE>
- ------------------------------
/2/ Citizen of Finland
/3/ Citizen of United Kingdom
/4/ Citizen of Italy
Page 26 of 76 Pages
<PAGE>
<TABLE>
<S> <C> <C>
Bert C. Roberts, Jr. Non Executive Director of News Corp.; MCI
Chairman of MCI Worldcom, Inc.
("MCI");
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Stanley S. Shuman Non Executive Director of News Corp.; Allen & Company
Executive Vice President and Managing
Director of Allen & Company
Incorporated ("Allen & Company");
Director of NAI;
711 Fifth Avenue
New York, New York 10176
Arthur M. Siskind Executive Director, Senior Executive News Corp.
Vice President and Group General
Counsel of News Corp.; Director of
BSkyB; Director and Senior Executive
Vice President of NAI; Director, Senior
Executive Vice President and Group
General Counsel of Fox Entertainment
Group, Inc.; Director of STAR TV;
Director and Senior Executive Vice
President of Holdings;
1211 Avenue of the Americas
New York, New York 10036
</TABLE>
Page 27 of 76 Pages
<PAGE>
EXHIBIT 10.5
The News Corporation Limited
1211 Avenue of the Americas
New York, New York 10036
February 23, 1999
Tele-Communications, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
United Video Satellite Group, Inc.
7140 S. Lewis Avenue
Tulsa, Oklahoma 74136-5422
Ladies and Gentlemen:
Reference is made to the letter agreement, effective as of June 10, 1998, among
The News Corporation Limited ("News Corp."), Tele-Communications, Inc. ("TCI")
and United Video Satellite Group, Inc. ("UVSG") (the "Parent Agreement"), and to
the Share Exchange Agreement, effective as of June 10, 1998, among News America
Incorporated, TVG Holdings, Inc. ("Holdings"), and UVSG (the "Share Exchange
Agreement"). Unless otherwise defined herein, the terms used herein shall have
the meanings ascribed to them in the Share Exchange Agreement.
The parties acknowledge that pursuant to Section 9 of the Parent Agreement, News
Corp. may be obligated to acquire, directly or indirectly through a subsidiary,
6,534,108 shares of Class A Common Stock of UVSG (the "Equalization Shares") on
or about the 90th day following the Closing, and that, at News Corp.'s option,
UVSG would be obligated to sell the Equalization Shares to News Corp. or its
subsidiary at a price of $20 per share. UVSG has requested that News Corp. or
its subsidiary purchase the Equalization Shares from UVSG on the Closing Date in
lieu of a later date, and has agreed upon a transaction adjustment related
thereto. Further, News Corp. desires that Holdings purchase the Equalization
Shares on such terms. Accordingly, the parties agree as follows:
1. Issuance and Payment for the Equalization Shares. On the Closing
------------------------------------------------
Date, UVSG shall issue to Holdings the Equalization Shares, and News Corp. shall
cause Holdings to pay to UVSG $128,909,652, which represents the aggregate price
of the Equalization Shares of $130,682,160, less a transaction adjustment of
$1,772,508.
Page 28 of 76 Pages
<PAGE>
2. Representation of News Corp. News Corp. represents and warrants that
----------------------------
immediately after giving effect to the receipt by Holdings on the Closing Date
of the Equalization Shares pursuant hereto and the shares of Class A Common
Stock pursuant to Section 2(a) of the Share Exchange Agreement, the aggregate
number of shares of Class A Common Stock owned by News Corp. and its
subsidiaries will be 29,037,520 shares.
3. Representation of TCI. TCI represents and warrants that on the
---------------------
Closing Date, the aggregate number of shares of Class A Common Stock owned by
TCI and its subsidiaries will be 29,037,520 shares.
4. Notice. UVSG hereby confirms and acknowledges that News Corp. has
------
satisfied any and all notice obligations under Section 9 of the Parent Agreement
with respect to UVSG's issuance of the Equalization Shares.
5. Satisfaction of Obligations. The parties confirm and acknowledge
---------------------------
that, assuming the accuracy of the representations made in Section 2 and 3
hereof, upon the delivery of the Equalization Shares by UVSG to Holdings upon
receipt of the purchase price therefor in accordance with the terms hereof, UVSG
will have satisfied its obligations under Section 9 of the Parent Agreement.
6. Entire Agreement. This letter agreement, the Parent Agreement, the
----------------
Share Exchange Agreement and that certain letter agreement between TCI and News
Corp. (entered into in connection with the execution of the Parent Agreement),
effective as of June 10, 1998, relating to "TVGOS Intellectual Property,"
contain, and are intended as, a complete statement of all of the terms of the
arrangements between the parties with respect to the matters provided for herein
and therein, and supersede any previous agreements and understandings between
the parties with respect to those matters.
Page 29 of 76 Pages
<PAGE>
If the foregoing accurately reflects our agreement, please sign the
enclosed duplicate of this agreement in the space provided below and return the
same to the undersigned.
Very truly yours,
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
--------------------------------------
Name: Arthur M. Siskind
Title: Senior Executive Vice President
and Group General Counsel
Accepted and Agreed:
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
-----------------------------------------------------
Name: Stephen M. Brett
Title: Executive Vice President,
Secretary and General Counsel
UNITED VIDEO SATELLITE GROUP, INC.
By: /s/ Peter C. Boylan III
-------------------------------------------------------
Name: Peter C. Boylan III
Title: President and Chief Operating
Officer
Page 30 of 76 Pages
<PAGE>
EXHIBIT 10.6
STOCKHOLDERS' AGREEMENT
among
TVG Holdings, Inc.
The News Corporation Limited
TCI UVSG, Inc.
Liberty Media Corporation
Tele-Communications, Inc.
United Video Satellite Group, Inc.
Page 31 of 76 Pages
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
SECTION 1 DEFINITIONS; CERTAIN GENERAL MATTERS..........................................................1
1.1 Certain Defined Terms.........................................................................1
---------------------
1.2 Voting; Written Consent.......................................................................8
-----------------------
SECTION 2 BOARD OF DIRECTORS............................................................................8
2.1 Composition...................................................................................8
-----------
2.2 Removal.......................................................................................8
-------
2.3 Vacancies.....................................................................................9
---------
2.4 Board of Directors Vote.......................................................................9
-----------------------
2.5 Conflicting Charter or Bylaw Provisions......................................................10
---------------------------------------
2.6 Conflicts of Interest........................................................................10
---------------------
SECTION 3 NON-COMPETE..................................................................................10
SECTION 4 TRANSFERS AND CONVERSIONS....................................................................11
4.1 Transfer Restrictions Generally..............................................................11
-------------------------------
4.2 Transfers to Affiliates......................................................................11
-----------------------
4.3 Right of First Offer.........................................................................12
--------------------
4.4 Right of First Refusal.......................................................................14
----------------------
4.5 Terms and Conditions of Sales Pursuant to Sections 4.3 and 4.4...............................21
--------------------------------------------------------------
4.6 Transferee Stockholders......................................................................23
-----------------------
4.7 Qualifying Transfer..........................................................................23
-------------------
4.8 Tag-Along Right..............................................................................24
---------------
SECTION 5 STOCKHOLDER VOTE ............................................................................25
SECTION 6 LEGEND.......................................................................................25
SECTION 7 REGISTRATION.................................................................................26
7.1 Demand Registrations.........................................................................26
--------------------
(a) Requests for Registration...........................................................26
-------------------------
(b) Number of Demand Registrations......................................................27
------------------------------
(c) Restrictions on Registrations.......................................................27
-----------------------------
(d) Underwriting........................................................................27
------------
(e) Shelf Registration..................................................................28
------------------
(f) Allocation Among Eligible Holders...................................................28
---------------------------------
(g) Inclusion of Shares by the Corporation..............................................29
--------------------------------------
7.2 Lockup Agreements............................................................................29
-----------------
7.3 Registration Procedures......................................................................29
-----------------------
7.4 Expenses.....................................................................................31
--------
7.5 Obligations of Requesting Holders Participating in Demand Registration.......................31
----------------------------------------------------------------------
</TABLE>
Page 32 of 76 Pages
<PAGE>
<TABLE>
<S> <C>
7.6 Indemnification and Contribution.............................................................32
--------------------------------
SECTION 8 MISCELLANEOUS................................................................................34
8.1 Waivers......................................................................................34
-------
8.2 Specific Performance.........................................................................34
--------------------
8.3 Remedies Cumulative..........................................................................34
-------------------
8.4 Attorneys' Fees..............................................................................35
---------------
8.5 Execution....................................................................................35
---------
8.6 Notices......................................................................................35
-------
8.7 Severability.................................................................................37
------------
8.8 Entire Agreement.............................................................................37
----------------
8.9 Binding Effect...............................................................................38
--------------
8.10 Governing Law................................................................................38
-------------
8.11 Interpretation...............................................................................38
--------------
8.12 Parties......................................................................................38
-------
</TABLE>
Page 33 of 76 Pages
<PAGE>
STOCKHOLDERS' AGREEMENT
THIS STOCKHOLDERS' AGREEMENT, dated as of March 1, 1999, is by and among
TVG Holdings, Inc., a Delaware corporation ("News Holdings"), The News
Corporation Limited, a South Australia, Australia corporation ("News Corp."),
TCI UVSG, Inc., a Delaware corporation ("TCI Holdings"), Liberty Media
Corporation, a Delaware corporation, Tele-Communications, Inc., a Delaware
corporation ("TCI"), and United Video Satellite Group, Inc., a Delaware
corporation (the "Corporation"). News Holdings and TCI Holdings are sometimes
collectively referred to herein as the "Initial Stockholders," and each as an
"Initial Stockholder."
RECITALS
A. The Initial Stockholders, in the aggregate, own a majority of the
issued and outstanding shares of Class A Common Stock, par value $.01 per share,
of the Corporation ("Class A Common Stock"), and all of the issued and
outstanding shares of Class B Common Stock, par value $.01 per share, of the
Corporation ("Class B Common Stock" and, together with the Class A Common Stock,
the "Common Stock").
B. The Stockholders desire to express their agreement regarding, among
other matters, their voting and transfer of their shares of Common Stock, upon
the terms and conditions hereinafter provided.
Therefore, in consideration of their mutual promises contained herein, and
intending to be legally bound, the parties agree as follows:
SECTION 1 DEFINITIONS; CERTAIN GENERAL MATTERS
1.1 Certain Defined Terms. As used in this Agreement, the following
---------------------
terms shall have the meanings set forth below.
Affiliate: with respect to any Person, any other Person
that directly or indirectly through one or
more intermediaries Controls, is Controlled
by, or is under common Control with, such
Person. For purposes of this Agreement,
neither the Corporation nor any Person
Controlled by the Corporation shall be
deemed to be an Affiliate of any Stockholder
or Participant.
Page 34 of 76 Pages
<PAGE>
Affiliated Group: with respect to any Person, the Parent of
such Person and each Subsidiary of such
Parent (including such Person).
Agreement: this Stockholders' Agreement, as amended
from time to time in accordance with its
terms.
AT&T Merger: the acquisition of TCI by AT&T Corp. by
merger.
AT&T Tracking Stock: a class or series of common stock of AT&T
Corp. that following the AT&T Merger is
intended to track the performance of a group
of assets of AT&T that include its indirect
interest in the Corporation.
Board: the Board of Directors of the Corporation.
Business Day: any day other than a Saturday, Sunday or a
day on which banking institutions in Denver,
Colorado, New York, New York or Tulsa,
Oklahoma are required or authorized to be
closed.
Closing Price: of a share of Common Stock on any Trading
Day, (i) the last reported sale price,
regular way, for a share of Class A Common
Stock on such Trading Day as reported on the
principal national securities exchange on
which the Class A Common Stock is listed or
admitted for trading or (ii) if the Class A
Common Stock is not listed or admitted for
trading on any national securities exchange,
the last reported sale price, regular way,
for a share of Class A Common Stock on such
Trading Day as reported on The Nasdaq Stock
Market, or (iii) if the Class A Common Stock
is not listed or admitted to trading on any
national securities exchange or The Nasdaq
Stock Market, the average of the highest bid
and lowest asked prices for a share of Class
A Common Stock on such Trading Day in the
domestic over-the-counter market as reported
by the National Quotation Bureau
Incorporated, or any similar successor
organization.
Commission: the Securities and Exchange Commission (and
any successor to the functions of such
agency).
Control: the ability to direct or cause the direction
(whether through the ownership of voting
securities, by contract
Page 35 of 76 Pages
<PAGE>
or otherwise) of the management and policies
of a Person or to control (whether
affirmatively or negatively and whether
through the ownership of voting securities,
by contract or otherwise) the decision of
such Person to engage in the particular
conduct at issue.
Controlled Affiliate: with respect to any Person, any other Person
that the first Person directly or indirectly
through one or more intermediaries Controls.
For purposes of this Agreement, neither the
Corporation nor any Person Controlled by the
Corporation shall be deemed to be a
Controlled Affiliate of any Stockholder or
Participant.
Eligible Stockholder: as of any relevant date, a Stockholder that
then is (or is a member of a Stockholder
Group that then is) entitled to designate at
least one director, but excluding, for
purposes of Section 4, the First Offer
Stockholder or First Refusal Stockholder, as
applicable, and the members of their
respective Stockholder Groups.
Governmental Approval: any consent, approval or authorization of,
notice to declaration of, or filing with,
any Governmental Authority, including
expiration or early termination of all
applicable waiting periods under the HSR
Act.
Governmental Authority: means any court, administrative agency or
commission or other governmental agency or
instrumentality, domestic or foreign, or any
arbitrator, of competent jurisdiction.
HSR Act: The Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and
regulations promulgated thereunder.
Independent Director: a director who is unaffiliated with the
Corporation or any Participant and is an
"independent director" within the meaning of
the Nasdaq National Market eligibility
standards set forth in Marketplace Rule
4460(c) of the National Association of
Securities Dealers Manual, as amended, or
any successor rule thereto, or any similar
rule of any securities exchange
Page 36 of 76 Pages
<PAGE>
which in the future may become the principal
market for the Class A Common Stock of the
Corporation.
Indirect Transfer: a Transfer of common stock or other equity
interests of a Stockholder or of a Person of
which such Stockholder is a direct or
indirect Subsidiary to any Person after
giving effect to which the Person that was
such Stockholder's Parent prior to such
Transfer is no longer its Parent; provided,
--------
however, that none of the following shall be
-------
deemed an Indirect Transfer provided that
the new Parent (if any) of the affected
Stockholder becomes a party to this
Agreement as a Participant: (i) a Transfer
in which the holders of voting securities of
the Person that was such Stockholder's
Parent prior to such Transfer beneficially
own voting securities representing fifty
percent (50%) or more of the voting power of
the Person that is such Stockholder's Parent
immediately after such Transfer, (ii) in the
case of TCI Holdings or any other Subsidiary
of Liberty that is a Stockholder, any of the
following that occurs after the AT&T Merger,
(x) a Transfer in which Liberty ceases to be
a Subsidiary of TCI but remains a Subsidiary
of AT&T, (y) a Transfer that is made
pursuant to the Liberty Contribution or (z)
a Transfer in which the holders of AT&T
Tracking Stock prior to such Transfer
beneficially own voting securities
representing fifty percent (50%) or more of
the voting power of the Person that is such
Stockholder's Parent immediately after such
Transfer, or (iii) a Transfer in connection
with the sale or other disposition
(including by way of merger, consolidation
or share exchange) of all or substantially
all of the assets of the Parent of such
Stockholder .
Liberty: prior to the Liberty Contribution, if any,
Liberty Media Corporation, a Delaware
corporation, and after the Liberty
Contribution, if any, Liberty Media Group
LLC, a Delaware limited liability company,
and in each case any successor (by merger,
consolidation, Transfer or otherwise) to all
or substantially all of Liberty's business
and assets.
Liberty Contribution: the contribution of the assets of Liberty
Media Corporation to Liberty Media Group LLC
pursuant to
Page 37 of 76 Pages
<PAGE>
that certain Contribution Agreement to be
entered into by Liberty Media Corporation,
Liberty Media Group LLC, Liberty Management
LLC and AT&T in connection with the AT&T
Merger.
Lien: means, with respect to any asset, (i) any
mortgage, deed of trust, lien, pledge,
charge, security interest, easement,
covenant, right-of-way, restriction, equity
or encumbrance of any nature whatsoever in
or on such asset, (ii) the interest of a
vendor or a lessor under any conditional
sale agreement, capital lease or title
retention agreement relating to such asset
and (iii) in the case of securities, any
purchase option, call or similar right of a
third party with respect to such securities
or any limitation on the voting rights of
such securities.
Market Transaction: a Transfer of shares of Class A Common Stock
in a public offering pursuant to a
registration statement, or in a transaction
with a broker, specialist or market maker,
at a price based on the trading prices of
the Class A Common Stock payable in cash.
Minimum Number: as of any relevant date, 12.5% of the number
of shares of Class B Common Stock
outstanding on such date.
NDS Business: the provision by News Digital Systems plc
and its subsidiaries of technology relating
to electronic program guides solely in
conjunction with the development and sale of
encryption and conditional access services
for television and data broadcasting.
Parent: with respect to any Person as of any
relevant date, such Person if it is its own
ultimate parent entity (within the meaning
of the HSR Act) or if it has no ultimate
parent entity that is a corporation, limited
liability company or partnership; otherwise
"Parent" means such ultimate corporate,
limited liability company or partnership
parent entity; provided, however, that (i)
-------- -------
for so long as News Holdings or any other
Subsidiary of News Corp. that is a
Stockholder is a Subsidiary of News Corp.,
News Corp. shall be deemed the Parent of
such Stockholder notwithstanding any change
in the stock ownership of News Corp., (ii)
for so long as TCI Holdings or any
Page 38 of 76 Pages
<PAGE>
other Subsidiary of TCI or Liberty that is a
Stockholder is a Subsidiary of TCI, TCI
shall be deemed the Parent of such
Stockholder notwithstanding any change in
the stock ownership of TCI, (iii) following
the AT&T Merger, if, at any time that TCI
Holdings or any other Subsidiary of Liberty
is a Stockholder, Liberty ceases to be a
Subsidiary of TCI but continues to be a
Subsidiary of AT&T, Liberty shall be deemed
the Parent of TCI Holdings or such other
Subsidiary of Liberty that is a Stockholder,
provided that, in such case, TCI shall
continue to be deemed a Participant for
purposes of Section 3 for so long as Liberty
and TCI are Subsidiaries of AT&T and Liberty
is or is deemed to be the Parent of a
Stockholder, and (iv) following the Liberty
Contribution, Liberty shall be deemed the
Parent of TCI Holdings and any other
Subsidiary of Liberty that is a Stockholder,
provided that, in such case, TCI shall
continue to be deemed a Participant for
purposes of Section 3 for so long as all of
the following conditions are met: (x) TCI is
a Subsidiary of AT&T, (y) a Subsidiary of
AT&T is a member of Liberty and (z) a
Subsidiary of Liberty is a Stockholder.
Parent Agreement: that certain Parent Agreement, dated as of
June 10, 1998, among the Corporation, TCI
and News Corp.
Participants: with respect to any Stockholder (or
Stockholder Group), the Parent of such
Stockholder (or the members of such
Stockholder Group) or such Stockholder if it
is its own Parent. A Participant shall be
deemed to be "related" or "relating" to a
------- --------
Stockholder (or Stockholder Group) if it is
a Parent of such Stockholder (or the members
of such Stockholder Group).
Person: any individual, corporation, partnership,
limited liability company, joint venture,
business association or other entity.
Private Approval: means any consent, approval or authorization
of, notice to, declaration of or filing
with, any Person other than a Governmental
Authority.
Page 39 of 76 Pages
<PAGE>
Securities Act: the Securities Act of 1933, as amended, and
the rules and regulations of the Commission
promulgated thereunder.
Significant Interest: as to any Transfer of Class B Common Stock
by any Stockholder Group in any single
transaction or series of related
transactions, a number of shares of Class B
Common Stock that represents more than 50%
of the number of such shares held by such
Stockholder Group immediately prior to such
Transfer (or the first Transfer of such
series).
Stockholder: each Initial Stockholder for so long as it
owns shares of Class B Common Stock and any
Person that hereafter becomes a party to
this Agreement pursuant to Section 4.6, for
so long as it owns shares of Class B Common
Stock.
Stockholder Group: (i) any Stockholder none of the other
members of the Affiliated Group of which is
a Stockholder and (ii) any group of two or
more Stockholders that are members of the
same Affiliated Group.
Subsidiary: of any Person (the "first Person") means any
other Person a majority of the voting power
of the outstanding voting interests of which
are owned by the first Person and/or one or
more Subsidiaries of the first Person;
provided, however, that (i) for purposes of
-------- -------
Section 3 hereof, a Person shall not be
deemed to be a Subsidiary of a Participant
unless the Participant Controls such Person,
and (ii) in each case, such other Person
shall be deemed to be a Subsidiary of the
first Person only for so long as such
ownership and, if applicable, Control
exists.
Trading Day: a day on which the principal national
securities exchange on which the Class A
Common Stock is listed or admitted to
trading, or The Nasdaq Stock Market if the
Class A Common Stock is not listed or
admitted to trading on any national
securities exchange, as applicable, is open
for the transaction of business (unless such
trading shall have been suspended for the
entire day) or, if the Class A Common Stock
is not listed or admitted to trading on
Page 40 of 76 Pages
<PAGE>
any national securities exchange or The
Nasdaq Stock Market, any Business Day.
Transfer: to sell, exchange, assign or transfer.
1.2 Voting; Written Consent.
-----------------------
(a) Any agreement by the Stockholders herein to vote their shares of
Common Stock in a certain manner shall be deemed, in each instance, to include
an agreement by each Stockholder to take all actions within its control
necessary to call, or cause the Corporation and the appropriate officers and
directors of the Corporation to call, as promptly as practicable, a special or
annual meeting of stockholders or to act by written consent.
(b) When any action is required to be taken by a Stockholder pursuant
to this Agreement, such Stockholder shall take all steps within its control
necessary to implement such action, including executing or causing to be
executed, as promptly as practicable, a consent in writing in lieu of an annual
or special meeting of stockholders pursuant to Section 228 of the Delaware
General Corporation Law or any successor statute thereto ("DGCL") to effect such
stockholder action.
SECTION 2 BOARD OF DIRECTORS
2.1 Composition. At the time of the execution of this Agreement, the
-----------
Board consists of 10 persons, four of whom have been designated on the date
hereof by News Holdings and four of whom have been designated by TCI Holdings.
The remaining two directors, each of whom qualifies as an Independent Director,
were appointed to the Board by the eight directors so designated by the Initial
Stockholders. After the date hereof, unless otherwise agreed by all Eligible
Stockholders, the Board shall continue to consist of ten persons and each
Stockholder Group shall be entitled to designate one individual to serve as a
director for each 12.5% of the outstanding shares of Class B Common Stock owned
in the aggregate by the members of such Stockholder Group (rounded to the
nearest 12.5%, with more than 6.25% being rounded up and 6.25% or less being
rounded down, subject to Sections 4.7 and 4.8). The Board shall designate all
other directors (at least two of whom shall qualify as Independent Directors).
The Stockholder Groups shall make their designations of individuals to serve as
directors prior to each annual meeting of the stockholders of the Corporation in
a manner that is consistent with the Corporation's Certificate of Incorporation
and Bylaws, and any applicable rules and regulations of the Commission and the
principal stock exchange or association on which the Common Stock is listed.
Each Stockholder shall vote all shares of Common Stock owned by it for the
election to the Board of the Persons designated to be directors in accordance
with this Agreement. Any period during which a Stockholder Group is entitled to
designate at least one director pursuant to this Agreement shall be referred to
herein as such Stockholder Group's "Director Eligibility Period."
---------------------------
2.2 Removal. Each Stockholder shall vote all shares of Common Stock
-------
owned by it for the removal from the Board (with or without cause) of any
director who was designated by a Stockholder Group as contemplated by the first
sentence of Section 2.1 or pursuant to this
Page 41 of 76 Pages
<PAGE>
Agreement, if the Stockholder Group that so designated such director (i)
requests such removal by notice to the other Stockholders or (ii) unless such
Stockholder Group has theretofore complied with the following sentence, ceases
to hold a number of shares of Class B Common Stock that entitles such
Stockholder Group to designate the number of directors previously designated by
such Stockholder Group (except that upon any such reduction in its ownership of
shares of Class B Common Stock, such Stockholder Group shall be entitled to
identify a number of directors who shall not be removed pursuant to this clause
(ii) equal to the number of directors that such Stockholder Group is then
entitled to designate pursuant to Section 2.1). A Stockholder Group that ceases
to hold a number of shares of Class B Common Stock that entitles such
Stockholder Group to designate the number of directors previously designated by
such Stockholder Group shall cause the resignation of a number of the directors
designated by such Stockholder Group such that the remaining number of designees
of such Stockholder Group serving on the Board is equal to the number of
directors that such Stockholder Group is entitled to designate pursuant to
Section 2.1. No director shall be removed from the Board prior to the expiration
of his or her term except for cause or pursuant to this Section 2.2.
2.3 Vacancies. If, as a result of death, disability, retirement,
---------
resignation, removal (with or without cause) or otherwise there shall exist or
occur any vacancy on the Board:
(a) the Stockholder Group entitled to designate (pursuant to Section
2.1, 4.7 or 4.8) the director whose death, disability, retirement, resignation
or removal resulted in such vacancy (other than a Stockholder Group that was
required to cause such resignation) may designate another individual to fill
such vacancy and to serve as a director of the Corporation;
(b) in the case of an Independent Director, the remaining directors
serving on the Board shall designate another individual who if elected would
qualify as an Independent Director to fill such vacancy and to serve as a
director of the Corporation; and
(c) in all other cases, the Stockholder Group that, subject to Section
4.7, is then entitled to designate a greater number of directors under Section
2.1 than the number of directors currently serving on the Board who were
designated by such Stockholder Group may designate another individual to fill
such vacancy and to serve as a director of the Corporation (or if more than one
Stockholder Group is then entitled to designate a greater number of directors,
then each such Stockholder Group may make such designation according to the
number of additional directors that each such Stockholder Group is so entitled
to designate).
Each Stockholder shall vote its respective shares of Common Stock in
favor of the individual designated in accordance with the preceding sentence to
fill such vacancy.
2.4 Board of Directors Vote.
-----------------------
(a) Unless otherwise agreed by the Eligible Stockholders, any action
taken by the Board shall require the affirmative vote of at least seven of the
ten members of the Board; provided, however, that the removal of the Chief
-------- -------
Executive Officer, the President or any Executive
Page 42 of 76 Pages
<PAGE>
Vice President of the Corporation shall require the affirmative vote of at least
six of the ten members of the Board.
(b) Pursuant to the Bylaws of the Corporation, the Board shall create
an Executive Committee comprised of four of the directors designated by the
Stockholders pursuant to this Agreement. Two directors designated by each of
the Initial Stockholders shall be the initial members of the Executive
Committee. Thereafter the composition of the Executive Committee will be such
that directors designated by a Stockholder Group pursuant to this Agreement will
represent as nearly as may be practicable the same percentage of the four
members of the Executive Committee as they do of the members of the Board
designated by the Eligible Stockholders pursuant to this Agreement. The
Executive Committee shall have such duties and powers (without further action of
the Board) as shall be delegated to such committee from time to time by the
unanimous vote of the entire Board; provided, however, that such Executive
-------- -------
Committee shall have the authority to act only by the unanimous vote of the four
members of such committee.
2.5 Conflicting Charter or Bylaw Provisions. Each Stockholder shall
---------------------------------------
vote its shares of Common Stock, and shall take all other necessary actions
within its control necessary, to ensure that the Corporation's Certificate of
Incorporation and Bylaws, as each may be amended from time to time, facilitate
and do not at any time conflict with the provisions of this Agreement.
2.6 Conflicts of Interest. TCI Holdings agrees that it shall cause
---------------------
the directors designated by it to abstain from any decision by the Board to
cause the Corporation to take or refrain from taking any action to enforce its
rights under the Amended and Restated Stock Purchase Agreement between the
Corporation and Liberty, effective as of May 18, 1998. News Holdings agrees
that it shall cause the directors designated by it to abstain from any decision
by the Board to cause the Corporation to take or refrain from taking any action
to enforce its rights under the Share Exchange Agreement among News America
Incorporated, News Holdings and the Corporation, effective as of June 10, 1998.
SECTION 3 NON-COMPETE
Each Participant hereby covenants and agrees with and for the sole
benefit of each other Participant and its related Stockholder Group that the
Corporation will be the exclusive vehicle through which such Participant,
directly or indirectly through its Subsidiaries or Controlled Affiliates,
conducts program guide businesses (print, electronic or otherwise), whether
within or outside the United States, other than the NDS Business; provided,
--------
however, that the provisions of this sentence shall apply only during the
- -------
Director Eligibility Period of the Stockholder Group that is related to such
Participant and only for so long as at least two Participants continue to be
obligated by the covenant made in this sentence. The provision of program
guides to customers of the multichannel video programming delivery ("MVPD")
systems of a Participant or a Subsidiary or Controlled Affiliate of a
Participant shall not be deemed to be the conduct of a program guide business by
such Participant or any of its Subsidiaries or Controlled Affiliates in
violation of its covenant made in this Section 3 regardless of the source of
such program guide, but shall be subject to any contrary provision of any
affiliation or carriage agreement between such Participant, Subsidiary or
Controlled Affiliate, on the one hand, and the Corporation or any of its
Subsidiaries,
Page 43 of 76 Pages
<PAGE>
on the other hand. The parties hereto acknowledge that as of June 10, 1998, the
effective date of the Share Exchange Agreement among News America Incorporated,
News Holdings and the Corporation and of the related Parent Agreement among TCI,
News Corp. and the Corporation, British Sky Broadcasting Group Plc ("BSkyB") was
not a Controlled Affiliate of News Corp. News Corp. agrees, however, that for so
long as it is bound by this Section 3, it will vote or cause to be voted all
shares of stock of BSkyB owned by it directly or through one or more of its
subsidiaries against any transactions that would result in BSkyB conducting any
guide business (print, electronic or otherwise), whether within or outside the
United States (other than the provision of guides to customers of its MVPD
systems), to the extent that any such matters are submitted to a vote of
stockholders of BSkyB.
SECTION 4 TRANSFERS AND CONVERSIONS
4.1 Transfer Restrictions Generally.
-------------------------------
(a) During a Stockholder Group's Director Eligibility Period, without
the prior written consent of such Stockholder Group, no Stockholder and no
holder of Class A Common Stock that is a party to this Agreement may Transfer
all or any of its shares of Common Stock, and no Indirect Transfer may occur
with respect to such Stockholder or holder (each a "Restricted Holder"), in each
case except in compliance with Section 4.2, 4.3, 4.4 or 4.8 of this Agreement,
and only if the requirements of Section 4.6, if applicable, have also been
satisfied. Any Transfer of shares of Common Stock that is subject to the
preceding sentence shall, unless made in compliance with the preceding sentence,
be null and void, and of no effect. During a Stockholder Group's Director
Eligibility Period, without the prior written consent of such Stockholder Group,
no other Stockholder may convert any shares of Class B Common Stock into shares
of Class A Common Stock except in compliance with Section 4.3 or 4.4, as
applicable, of this Agreement.
(b) Except as expressly permitted by this Agreement, each Stockholder
shall, from and after the date hereof, (i) be the record and beneficial owner of
such shares of Common Stock indicated in the Corporation's records as being
owned by such Stockholder and (ii) have sole voting power with respect to such
Stockholder's shares of Common Stock and will not grant any proxy with respect
to such shares, enter into any voting trust or other voting agreement or
arrangement with respect to such shares or grant any other rights to vote such
shares; provided, however, that the foregoing shall not be construed to limit
-------- -------
the ability of a Stockholder to enter into agreements with respect to the voting
of its shares of Common Stock pending a sale of such stock permitted by Section
4.4 or 4.8 or to enter into agreements not inconsistent with this Agreement that
restrict such Stockholder's ability to transfer shares of Common Stock.
(c) The Corporation agrees not to record any Transfer or conversion of
the Common Stock by any Restricted Holder in the stock transfer books of the
Corporation unless the Transfer or conversion complies with all provisions of
this Agreement.
4.2 Transfers to Affiliates. Any Restricted Holder may Transfer all
-----------------------
or any of the shares of Common Stock owned by it to another member of the
Affiliated Group of which such Restricted Holder is a member, provided that, in
each case, the transferee assumes, jointly and
Page 44 of 76 Pages
<PAGE>
severally with the transferor if less than all of such shares are transferred,
the obligations of the transferor under this Agreement and becomes a party to
this Agreement in accordance with Section 4.6.
4.3 Right of First Offer.
--------------------
(a) If a Restricted Holder (the "First Offer Stockholder") desires to
Transfer all or any portion of the shares of Class A Common Stock owned by it or
issuable upon conversion of shares of Class B Common Stock owned by it in a
Market Transaction, the First Offer Stockholder shall first submit a written
offer (the "Market Offer") to sell the shares so proposed to be sold (the
"Market Shares") to each other stockholder that is an Eligible Stockholder (the
"Market Rightsholders") at a price per share (the "Market Price") payable in
cash equal to the average of the Closing Prices per share of the Class A Common
Stock for the five consecutive Trading Days ending on the Trading Day
immediately preceding the date of the Market Offer (except as otherwise provided
in Section 4.5(a)(iii)), and otherwise on the terms and conditions contained in
this Agreement. The Market Offer shall set forth the aggregate number of Market
Shares proposed to be sold and the number of such shares that would be issued
upon conversion of shares of Class B Common Stock owned by the First Offer
Stockholder (such shares of Class B Common Stock being the "Conversion Shares"),
whether such Market Transaction will be effected through a broker, specialist or
market maker or in a registered public offering and the Market Price. If the
Market Transaction is to be effected in a registered public offering, any other
Restricted Holder that intends to exercise its right under Section 7.1(a) to
include any of its shares of Class A Common Stock in such registered public
offering shall submit a Market Offer with respect to such shares to each
Eligible Stockholder within three Business Days of its receipt of the first
Market Offer. A Restricted Holder referred to in the immediately preceding
sentence shall not be entitled to exercise the rights of a Market Rightsholder
with respect to such first Market Offer.
(i) If a Market Rightsholder desires to accept all or any portion
of the Market Offer, such Market Rightsholder (a "Market Electing Holder")
shall notify the First Offer Stockholder in writing of its intention to
acquire Market Offer Shares and the number of such shares it desires to
acquire and deliver a copy of such notice to each other Market
Rightsholder, such notice to be given (x) in the case of a proposed Market
Transaction to be effected through a broker, specialist or market maker,
within three Business Days of receipt of such Market Offer and (y) in the
case of a proposed registered public offering of Market Shares, within five
Business Days of receipt of the Market Offer.
(ii) If the Market Electing Holders have elected to acquire, in
the aggregate, either (x) all of the Market Shares or (y) a number of
Market Shares that is equal to or greater than the number of Conversion
Shares but less than the number of Market Shares, then the Market Electing
Holders shall have the right to acquire, in the case of clause (x), all but
not less than all of the Market Shares or, in the case of clause (y), all
but not less than all of the Conversion Shares (such shares that the Market
Electing Holders have the right to acquire, the "Allocable Market Shares"),
allocated among them as follows (or in such other manner as the Market
Electing Holders may agree):
Page 45 of 76 Pages
<PAGE>
(A) the Allocable Market Shares shall be allocated among the
Market Electing Holders pro rata (based on the number of shares of
Class B Common Stock owned by each of them) until all of the
Conversion Shares and then, if applicable, any remaining Allocable
Market Shares have been allocated or any Market Electing Holder has
been allocated the number of Conversion Shares or the number of Market
Shares, as the case may be, that it desires to acquire, as specified
in its notice to the First Offer Stockholder;
(B) if all Allocable Market Shares are not allocated
pursuant to paragraph (A) or any prior application of this paragraph
(B), any Allocable Market Shares that were not so allocated shall be
allocated (with Conversion Shares being allocated first) among the
Market Electing Holders (other than any Market Electing Holder that
has been allocated the number of Conversion Shares and, if applicable,
other Market Shares that it desires to acquire, as specified in its
notice to the First Offer Stockholder) pro rata (based on the number
of shares of Class B Common Stock owned by each of them); and
(C) if all Allocable Market Shares are not allocated
pursuant to paragraph (A) and any prior application of paragraph (B),
then any Allocable Market Shares that were not so allocated shall be
allocated by continuing to apply paragraph (B) as required (with the
Conversion Shares being allocated before any balance of the Allocable
Market Shares).
(b) (i) If the Market Offer is not accepted in full as provided in
Section 4.3(a), the First Offer Stockholder shall have the right to sell the
Market Shares, other than any Allocable Market Shares, beginning on the day
following the last day to accept the Market Offer and (ii) if the purchase of
the Allocable Market Shares is not consummated within the period set forth in
Section 4.5(a) for any reason other than a breach by the First Offer Stockholder
of any of its covenants, representations or warranties that are a condition to
consummation of such purchase, the First Offer Stockholder shall have the right
to sell the Allocable Market Shares beginning on the day following the last day
of the period set forth in Section 4.5(a)(iii) (the applicable of the dates
determined in accordance with clauses (i) and (ii) of this sentence being the
"Free-to-Market Date"), in each case in a Market Transaction and after
conversion of any Conversion Shares into Class A Common Stock. Any Transfer
permitted by the preceding sentence shall be completed by (i) if the Market
Transaction was to be effected through a broker, specialist or market maker, the
fifth Trading Day after the Free-to-Market Date or (ii) if the Market Shares
were to be sold in a registered public offering, the later of (x) the fifth
Trading Day following the Free-to-Market Date or (y) the tenth Trading Day
following the applicable of (A) the date on which the registration statement
filed by the Corporation with respect to such shares becomes effective or (B)
the date on which such registration statement is withdrawn, provided, in the
--------
case of this clause (y), that either (1) prior to or within five Trading Days
after the Free-to-Market Date, the First Offer Stockholder delivers a Demand
Notice pursuant to Section 7.1(a) with respect to the registration of the Market
Shares or Allocable Market Shares, as the case may be (after conversion of any
Conversion Shares) or (2) if another stockholder gives a Demand Notice within
such five Trading Day period, then the First Offer Stockholder timely submits a
written request in response to the corresponding Corporation Notice pursuant to
Section
Page 46 of 76 Pages
<PAGE>
7.1(a) with respect to the registration of the Market Shares or Allocable Market
Shares, as the case may be (after conversion of any Conversion Shares). If the
First Offer Stockholder has not completed the Transfer of shares of Class A
Common Stock permitted by this Section 4.3(b) during the applicable period
referred to above, the procedures set forth in this Section 4.3 shall be
repeated with respect to the Transfer of the balance of such shares.
4.4 Right of First Refusal.
----------------------
(a) If a stockholder that is a party to this Agreement (the "First
Refusal Stockholder") or its Parent shall receive at any time a bona fide offer
in writing, which the First Refusal Stockholder or its Parent proposes to
accept (a "Bona Fide Offer"), from a Person that is not a member of the
Affiliated Group that includes such First Refusal Stockholder (the "Proposed
Transferee"), to acquire all or any portion of the shares of Common Stock owned
by the First Refusal Stockholder (the "First Refusal Shares"), other than in a
Market Transaction, or to effect an Indirect Transfer (in which case the "First
Refusal Shares" shall be all the shares of Common Stock owned by the First
Refusal Stockholder), the First Refusal Stockholder shall deliver to each other
stockholder that is an Eligible Stockholder (the "First Refusal Rightsholders")
a notice containing a copy of the Bona Fide Offer, the identity of the Proposed
Transferee and its Parent and an offer to sell the First Refusal Shares to the
First Refusal Rightsholders (a "First Refusal Offer") on the following terms and
otherwise on the terms and conditions contained in this Agreement: (i) if the
Bona Fide Offer contemplates a purchase of the First Refusal Shares by the
Proposed Transferee for consideration consisting solely of cash, then the First
Refusal Stockholder's offer shall be to sell the First Refusal Shares for cash
in an amount equal to the purchase price specified in, and otherwise on the
terms and conditions contained in, the Bona Fide Offer, and (ii) if the Bona
Fide Offer contemplates an acquisition of the First Refusal Shares by the
Proposed Transferee for consideration any portion of which is not cash or if the
Bona Fide Offer contemplates an Indirect Transfer, then (except as otherwise
provided in Section 4.4(e)) the First Refusal Stockholder's offer shall be to
sell the First Refusal Shares for cash in an amount equal to (x) the amount of
any cash consideration plus the fair market value of the noncash consideration
or (y) the fair market value of the First Refusal Shares, as applicable (in each
case as determined pursuant to Section 4.4(c)) and otherwise on the terms and
conditions contained in the Bona Fide Offer. The First Refusal Offer shall
specify the price at which the First Refusal Shares are offered, as provided in
the preceding sentence. The First Refusal Rightsholders shall enter into an
appropriate confidentiality agreement reasonably requested by the First Refusal
Stockholder with respect to the Bona Fide Offer.
(i) If a First Refusal Rightsholder desires to accept all or any
portion of the First Refusal Offer, such First Refusal Rightsholder (a
"First Refusal Electing Holder") shall, within five Business Days of
receipt of such First Refusal Offer, notify the First Refusal Stockholder
in writing of its intention to acquire First Refusal Shares and the number
of such shares it desires to acquire, and deliver a copy of such notice to
each other First Refusal Rightsholder.
(ii) If the First Refusal Electing Holders have elected to
acquire, in the aggregate, all of the First Refusal Shares, then the First
Refusal Electing Holders shall have the right to acquire all the First
Refusal Shares, allocated among them as follows (or in
Page 47 of 76 Pages
<PAGE>
such manner as the First Refusal Electing Holders may agree), with any
shares of Class B Common Stock included in the First Refusal Shares being
allocated first:
(A) the First Refusal Shares shall be allocated among the
First Refusal Electing Holders pro rata (based on the number of shares
of Class B Common Stock owned by each of them) until all of the First
Refusal Shares have been allocated or any First Refusal Electing
Holder has been allocated the number of First Refusal Shares that it
desires to acquire, as specified in its notice to the First Refusal
Stockholder, as it may have been amended pursuant to clause (iii);
(B) if all First Refusal Shares are not allocated pursuant
to paragraph (A) or any prior application of this paragraph (B), any
First Refusal Shares that were not allocated pursuant to paragraph (A)
or any prior application of this paragraph (B) shall be allocated
among the First Refusal Electing Holders (other than any First Refusal
Electing Holder that has been allocated the number of First Refusal
Shares that it desires to acquire, as specified in its notice to the
First Refusal Stockholder, as it may have been amended pursuant to
clause (iii)) pro rata (based on the number of shares of Class B
Common Stock owned by each of them); and
(C) if all First Refusal Shares are not allocated pursuant
to paragraph (A) and any prior application of paragraph (B), any First
Refusal Shares that were not allocated pursuant to paragraph (A) and
any prior application of paragraph (B) shall be allocated by
continuing to apply paragraph (B) as required.
(iii) If the First Refusal Electing Holders have elected to
acquire, in the aggregate, less than all of the First Refusal Shares, then
the First Refusal Stockholder shall so notify the First Refusal Electing
Holders and:
(A) each First Refusal Electing Holder shall have the right,
by written notice given to the First Refusal Stockholder (with a copy
of such notice to each other First Refusal Electing Holder) within two
Business Days after its receipt of the notice from the First Refusal
Stockholder pursuant to this clause (iii) to amend its notice to
increase the number of First Refusal Shares that it elects to
purchase;
(B) if, after giving effect to any amendment to any First
Refusal Electing Holder's notice pursuant to this clause (iii), the
First Refusal Electing Holders have elected to acquire, in the
aggregate, all of the First Refusal Shares, then the First Refusal
Electing Holders shall have the right to acquire all the First Refusal
Shares, allocated among them in accordance with clause (ii); and
(C) if, after giving effect to all amendments to the First
Refusal Electing Holders' notices pursuant to this clause (iii), the
First Refusal Electing Holders have elected to acquire, in the
aggregate, less than all of the First Refusal Shares, then the First
Refusal Stockholder's offer of the First Refusal Shares
Page 48 of 76 Pages
<PAGE>
shall be deemed rejected as of the last day for a First Refusal
Electing Holder to amend its notice pursuant to this clause (iii).
(b) If (i) the First Refusal Offer is rejected or deemed rejected as
provided in Section 4.4(a), or (ii) the purchase of the First Refusal Shares is
not consummated within the period set forth in Section 4.5(a) for any reason
other than a breach by the First Refusal Stockholder of any of its covenants,
representations or warranties that are a condition to consummation of such
purchase, then the First Refusal Stockholder shall have the right, beginning on
the applicable of (x) the day following the date that the First Refusal Offer is
rejected or deemed rejected or (y) the day following the last day of the period
set forth in Section 4.5(a)(iii) (the applicable of such dates being the "Free-
to-Sell Date"), to enter into a binding agreement to sell all of the First
Refusal Shares to, or to effect the Indirect Transfer with, the Proposed
Transferee, as contemplated by the Bona Fide Offer and on terms and conditions
no less favorable in the aggregate to the First Refusal Stockholder (and, in
the case of an Indirect Transfer, its Parent) than those set forth in the Bona
Fide Offer, and to sell all of the First Refusal Shares to, or to effect the
Indirect Transfer with, the Proposed Transferee, as applicable, pursuant to such
agreement. Any Transfer or Indirect Transfer of First Refusal Shares permitted
by the preceding sentence shall be consummated within ninety days after the
Free-to Sell Date or such longer period as may have been specified in the Bona
Fide Offer (subject to extension for a maximum of ninety additional days to the
extent required to obtain all required Governmental and Private Approvals). The
First Refusal Stockholder shall, as promptly as practicable and prior to the
closing of such Transfer or Indirect Transfer, provide to the First Refusal
Rightsholders a copy of the binding agreement for such transaction so as to
permit the First Refusal Rightsholders to confirm for themselves that the terms
and conditions of such sale or Indirect Transfer are not less favorable in the
aggregate to the First Refusal Stockholder (and, in the case of an Indirect
Transfer, its Parent) than those set forth in the Bona Fide Offer. If the
Transfer or Indirect Transfer, as applicable, of the First Refusal Shares
permitted by this Section 4.4(b) has not been consummated during the applicable
period referred to above, the procedure set forth in this Section 4.4 shall be
repeated with respect to any subsequent proposed Transfer or Indirect Transfer
of Common Stock by the First Refusal Stockholder.
(c) Before delivering a First Refusal Offer pursuant to Section 4.4(a)
in response to a Bona Fide Offer that contemplates (i) a sale of the First
Refusal Shares in conjunction with other assets, (ii) an acquisition of the
First Refusal Shares by the Proposed Transferee for consideration any portion of
which is not cash or (iii) an Indirect Transfer, the First Refusal Stockholder
and the Eligible Stockholders shall cause (A) if the Bona Fide Offer
contemplates a sale of the First Refusal Shares in conjunction with other
assets, the total consideration specified in the Bona Fide Offer to be allocated
between the First Refusal Shares and such other assets, (B) if the Bona Fide
Offer contemplates an acquisition of the First Refusal Shares by the Proposed
Transferee for consideration any portion of which is not cash or if the Bona
Fide Offer contemplates an Indirect Transfer, the fair market value of the
noncash consideration or of the First Refusal Shares, as applicable, to be
determined, in each case pursuant to this Section 4.4(c):
(i) The First Refusal Stockholder shall deliver to each Eligible
Stockholder a notice stating that the First Refusal Stockholder intends to
deliver a First Refusal Offer to which this Section 4.4 applies and
identifying an appraiser (the "First
Page 49 of 76 Pages
<PAGE>
Appraiser") who has been retained by the First Refusal Stockholder to
allocate the total consideration specified in the Bona Fide Offer or to
conduct an appraisal of the noncash consideration or of the First Refusal
Shares, as applicable, pursuant to this Section 4.4(c). Within ten Business
Days after its receipt of the First Refusal Stockholder's notice pursuant
to the preceding sentence, the Eligible Stockholder that, together with the
other members of its Affiliated Group, owns the greatest number of shares
of Class B Common Stock, shall send a notice to the First Refusal
Stockholder and the other Eligible Stockholders identifying a second
appraiser (the "Second Appraiser") who shall be retained by the First
Refusal Stockholder to make such allocation or conduct such appraisal, as
applicable, pursuant to this Section 4.4(c); provided that if such Eligible
Stockholder fails to so designate the Second Appraiser, then the First
Appraiser shall make such allocation or conduct such appraisal on its own.
(ii) The First Appraiser and the Second Appraiser shall submit
their independent determinations of the amount of consideration allocable
to the First Refusal Shares or the fair market value of the noncash
consideration or of the First Refusal Shares, as applicable, within thirty
days after the date on which the Second Appraiser is retained. If the
respective determinations of the First Appraiser and the Second Appraiser
vary by less than ten percent of the higher determination, the amount of
consideration allocable to the First Refusal Shares or the fair market
value of the noncash consideration or of the First Refusal Shares, as
applicable, for purposes of Section 4.4(a), shall be the average of the two
determinations.
(iii) If the respective determinations of the First Appraiser
and the Second Appraiser vary by ten percent or more of the higher
determination, the two appraisers shall promptly designate a third
appraiser (the "Third Appraiser"), who shall be retained by the First
Refusal Stockholder to make an allocation or conduct an appraisal pursuant
to this Section 4.4(c). The First Appraiser and the Second Appraiser shall
be instructed not to, and no party to this Agreement or any member of its
Affiliated Group shall, provide any information to the Third Appraiser as
to the determinations of the First Appraiser and the Second Appraiser or
otherwise influence the Third Appraiser's determination in any way. The
Third Appraiser shall submit its determination of the amount of
consideration allocable to the First Refusal Shares or the fair market
value of the noncash consideration or of the First Refusal Shares, as
applicable, within thirty days after the date on which the Third Appraiser
is retained. If a Third Appraiser is retained, the amount of consideration
allocable to the First Refusal Shares or the fair market value of the
noncash consideration or of the First Refusal Shares, as applicable, for
purposes of Section 4.4 shall equal the average of the two closest of the
three determinations, except that, if the difference between the highest
and middle determinations is no more than 105% and no less than 95% of the
difference between the middle and lowest determinations, then the amount of
consideration allocable to the First Refusal Shares or the fair market
value of the noncash consideration or of the First Refusal Shares, as
applicable, for purposes of Section 4.4(a) shall equal the middle
determination.
(iv) Any appraiser retained pursuant to this Section 4.4(c) shall
be nationally recognized as being qualified and experienced in the
appraisal of assets
Page 50 of 76 Pages
<PAGE>
comparable to the First Refusal Shares and, if applicable, any other assets
proposed to be sold pursuant to the Bona Fide Offer and shall not be an
Affiliate of any party to this Agreement. All fees and expenses of any
appraiser retained pursuant to this Section 4.4(c) shall be paid by the
First Refusal Stockholder, provided that if the First Refusal Offer is
accepted in full, the First Refusal Electing Holders (pro rata based on the
number of First Refusal Shares each is acquiring) shall, at the closing of
the purchase of the First Refusal Shares by the First Refusal Electing
Holders, pay an additional amount to the First Refusal Stockholder equal in
the aggregate to one-half the fees and expenses of such appraisers.
(v) In determining the fair market value of the noncash
consideration or of the First Refusal Shares, if applicable, each appraiser
retained pursuant to this Section 4.4(c) shall:
(A) assume that the fair market value of the applicable
asset is the price at which the asset would change hands between a
willing buyer and a willing seller, neither being under any compulsion
to buy or sell and each having reasonable knowledge of all relevant
facts;
(B) assume that the applicable asset would be sold for cash;
and
(C) use valuation techniques then prevailing in the relevant
industry.
(d) If the First Refusal Shares do not include at least the Minimum
Number of shares of Class B Common Stock, or if the Proposed Transferee refuses
to become a party to this Agreement as required by this Section 4.4(d), then
prior to transferring the First Refusal Shares to, or effecting the Indirect
Transfer with, as applicable, a Person that is not an Eligible Stockholder, the
First Refusal Stockholder shall convert all shares of Class B Common Stock
included in the First Refusal Shares to Class A Common Stock. The conversion of
shares of Class B Common Stock to Class A Common Stock pursuant to the foregoing
sentence shall not be subject to the provisions of Section 4.1. If the First
Refusal Shares include at least the Minimum Number of shares of Class B Common
Stock, then the First Refusal Stockholder shall have the right to Transfer such
shares of Class B Common Stock to a Proposed Transferee that is not an Eligible
Stockholder or permit the Indirect Transfer, as applicable, without converting
such shares to Class A Common Stock so long as (i) in the case of a Transfer of
the First Refusal Shares, the Proposed Transferee assumes the obligations of the
First Refusal Stockholder under this Agreement with respect to such shares and
becomes a party to this Agreement in accordance with Section 4.6, and (ii) in
the case of an Indirect Transfer, the Proposed Transferee, upon taking control
of the First Refusal Stockholder, causes the First Refusal Stockholder to
confirm in writing in accordance with Section 4.6 the continuing validity and
effectiveness of its obligations under this Agreement, and (iii) in each case,
the Parent of such Stockholder becomes a party to this Agreement as a
Participant. If the Proposed Transferee receives only shares of Class A Common
Stock, then neither it nor its Parent shall be required to become a party to
this Agreement. In the case of an Indirect Transfer after giving effect to
which the First Refusal Stockholder owns only shares of Class A Common Stock,
Page 51 of 76 Pages
<PAGE>
the First Refusal Stockholder may elect to continue to be a party to this
Agreement for so long as it owns shares of Class A Common Stock, but shall not
be obligated to, by delivering to the Corporation and the Stockholders written
confirmation thereof in accordance with Section 4.6, in which event such
stockholder shall continue to be subject to the restrictions of this Section 4
and Section 6 and entitled to the benefits of Section 7 in accordance with the
terms of such Sections.
(e) Notwithstanding anything to the contrary in Section 4.4(a), if the
Bona Fide Offer contemplates a transaction that is tax free to the First Refusal
Stockholder or its Parent, as applicable, in whole or to the extent of noncash
consideration received in such transaction, then the First Refusal Stockholder
may require as a condition of its First Refusal Offer that, subject to the
conditions described below, the First Refusal Electing Holder offer it the
option of either Transferring the First Refusal Shares for cash in a taxable
transaction as contemplated by Section 4.4(a) (an "All Cash Transaction") or
effecting a Tax Free Alternative as provided in this Section 4.4(e).
(i) A "Tax Free Alternative" for this purpose means a transaction
(x) in which all or a portion of the consideration to be received by the
First Refusal Stockholder or its Parent, as applicable, is noncash, (y)
that is tax free to the recipient in whole or to the extent of the noncash
consideration received and, in any event, will not result in any tax
liability or loss of tax benefits to the First Refusal Stockholder or its
Parent, as applicable, that is more than a de minimis amount greater than
that which would be incurred or lost in the transaction contemplated by the
Bona Fide Offer and (z) in which the noncash consideration is Publicly
Traded Stock (as defined in clause (v) below), the value of which, when
added to the amount of any cash consideration to be paid in the
transaction, is at least equal to the amount of cash that would have been
paid for the First Refusal Shares in the All Cash Transaction. A
transaction in which the First Refusal Electing Holder or its Parent would
be required to acquire any assets or assume any liabilities that it would
not have been required to acquire or assume in the All Cash Transaction
shall not constitute a Tax Free Alternative, except that a transaction in
which the First Refusal Electing Holder, its Parent or another member of
its Affiliated Group would acquire the First Refusal Stockholder (or
another member of its Affiliated Group through which its Parent owns its
interest in such First Refusal Stockholder) (the "Acquired Stockholder")
may constitute a Tax Free Alternative notwithstanding the foregoing if the
Acquired Stockholder has no material assets or liabilities other than its
interest in the First Refusal Shares and its obligations under or pursuant
to this Agreement and the stock of the Acquired Stockholder is not subject
to any Liens other than pursuant to this Agreement.
(ii) A First Refusal Stockholder that desires to exercise its
right to require the option for a Tax Free Alternative shall, in its First
Refusal Offer, propose a structure (the "Proposed Structure") for the
transaction that it reasonably believes satisfies the requirements of a Tax
Free Alternative as specified in clause (i) above and is otherwise
consistent with the requirements of this Section 4.4 and Section 4.5.
(iii) In its response to the First Refusal Offer, a First
Refusal Electing Holder shall either offer the First Refusal Stockholder
the option of engaging in the
Page 52 of 76 Pages
<PAGE>
transaction described in the First Refusal Offer in lieu of cash, or the
option of engaging in an alternative transaction proposed by the First
Refusal Electing Holder in lieu of cash, which transaction meets the
requirements specified above for a Tax Free Alternative (as evidenced in
the case of clause (y) of the definition of Tax Free Alternative, by an
opinion of counsel for the First Refusal Electing Holder addressed to and
reasonably acceptable to the First Refusal Stockholder) and is otherwise
consistent with the requirements of this Section 4.4 and Section 4.5 (an
"Alternative Structure").
(iv) Within five Business Days of receipt by the First Refusal
Stockholder of notice from a First Refusal Electing Holder of its
acceptance of the First Refusal Offer, the First Refusal Stockholder shall
notify the First Refusal Electing Holder of whether it desires an All Cash
Transaction or the Tax Free Alternative. If the First Refusal Stockholder
elects a Tax Free Alternative, the Transfer or Indirect Transfer of the
First Refusal Shares shall be effected in accordance with the Proposed
Structure; provided, however, that if an Alternative Structure was proposed
-------- -------
which does not result in the creation of restrictions or limitations
applicable to the First Refusal Stockholder or its Parent, as applicable,
which are, in the good faith, reasonable judgment of the First Refusal
Stockholder, more onerous to it than those which would result in the
Proposed Structure, then the transaction will be consummated in accordance
with the Alternative Structure.
(v) The requirement to offer the First Refusal Stockholder a Tax
Free Alternative shall not apply (x) if there is more than one First
Refusal Electing Holder, unless all such First Refusal Electing Holders are
members of the same Affiliated Group, or (y) if none of the First Refusal
Electing Holder, its Parent, and the Subsidiaries through which such Parent
owns such First Refusal Electing Holder have any outstanding class or
series of capital stock that is Publicly Traded Stock. "Publicly Traded
Stock", for purposes of this Section 4.4(e) means capital stock of an
issuer, or depositary receipts (such as ADRs) evidencing an interest in
capital stock of an issuer, that is publicly traded on a national
securities exchange or national securities association (domestic or
foreign) that has at least the same general degree of liquidity as (A) if
the First Refusal Stockholder or its Parent, as applicable, would have
received publicly traded equity securities in the transaction contemplated
by the Bona Fide Offer, such securities or (B) if the Bona Fide Offer did
not contemplate the receipt of publicly traded equity securities, the Class
A Common Stock (in each case, determined by reference to the ability of the
First Refusal Stockholder or its Parent to dispose of such securities,
including the trading volume of such securities and the percentage
ownership by the First Refusal Stockholder or its Parent of the issuer of
such securities). If a Tax Free Alternative is effected, the First Refusal
Electing Holder shall (or shall cause the issuer of such Publicly Traded
Stock to) provide the First Refusal Stockholder or its Parent, as
applicable, with registration rights related to such Publicly Traded Stock
equivalent to those provided with respect to the Class A Common Stock
pursuant to this Agreement. The value of any Publicly Traded Stock for
purposes of clause (z) of the definition of Tax Free Alternative shall
equal on a per share (or per ADR) basis the average of (1) the average for
the five consecutive Trading Days ending on the Trading Day immediately
preceding the closing of the transaction in accordance with Section 4.5 of,
and (2) the average for the five consecutive Trading Days ending on the
Trading Day
Page 53 of 76 Pages
<PAGE>
immediately preceding the date of the First Refusal Offer of, the last
reported sale prices for a share of Publicly Traded Stock (or ADR) on each
such Trading Day (or if no such sale is reported for any Trading Day, the
average of the highest bid and lowest asked prices for a share (or ADR) on
such Trading Day) on the principal national securities exchange or national
securities association on which the Publicly Traded Stock is listed or
admitted for trading.
4.5 Terms and Conditions of Sales Pursuant to Sections 4.3 and 4.4.
--------------------------------------------------------------
(a) Any purchase and sale of Common Stock to another Stockholder
pursuant to Section 4.3 or 4.4 shall be subject to the following terms and
conditions (in addition to, in the case of a purchase and sale pursuant to
Section 4.4, the terms and conditions of the Bona Fide Offer):
(i) The First Offer Stockholder and First Refusal Stockholder
(each, a "Transferring Stockholder") shall represent and warrant that the
Market Electing Holders or First Refusal Electing Holders (each, a
"Purchasing Stockholder"), as the case may be, will receive good and valid
title to the Allocable Market Shares or First Refusal Shares, as applicable
(each, the "Offered Shares"), free and clear of all Liens, of any nature
whatsoever except for Governmental and Private Approvals required for
Transfers of shares of Common Stock generally and except in the case of
First Refusal Shares for any Liens that the Bona Fide Offer contemplated
that the First Refusal Shares would be acquired subject to.
(ii) The closing of the purchase and sale shall be subject to the
satisfaction of the following conditions:
(A) all applicable waiting periods under the HSR Act shall
have expired or been terminated;
(B) all Governmental and Private Approvals expressly
required with respect to the transactions to be consummated at such
closing shall have been obtained, to the extent the failure to obtain
such approvals would prevent the Transferring Stockholder from
performing any of its material obligations under the transaction
documents or would result in any material adverse change in, or
material adverse effect on, the Corporation;
(C) there shall be no preliminary or permanent injunction or
other order by any court of competent jurisdiction restricting,
preventing or prohibiting the consummation of the transactions to be
consummated at such closing; and
(D) the representation and warranty of the Transferring
Stockholder contemplated by clause (i) of this sentence shall be true
and correct at the closing of such sale with the same force and effect
as if then made.
Page 54 of 76 Pages
<PAGE>
(iii) Unless otherwise agreed by the applicable parties, the
closing of any direct or indirect purchase and sale of Common Stock
pursuant to Section 4.3 or 4.4 shall take place at the principal executive
offices of the Company at 10:00 a.m. local time on a Business Day selected
by the Stockholders that will be purchasers at such closing, provided that
such closing shall occur as promptly as practicable, and in any event (x)
in the case of a Market Offer with respect to a proposed Market Transaction
to be effected through a broker, specialist or market maker, within two
Business Days after the last day to accept such Offer (subject to extension
as provided in the following sentence), (y) in the case of a First Refusal
Offer with respect to a Bona Fide Offer that specifies a period of time
within which closing of the transaction contemplated by such Bona Fide
Offer shall occur, within such specified period following the acceptance in
full of such Offer (provided that if notification under the HSR Act would
be required and the period specified in such Bona Fide Offer is shorter
than the period determined in accordance with clause (z) below, then clause
(z) shall apply to such Offer in lieu of this clause (y)) and (z) in the
case of any other Offer, within twenty Business Days after acceptance in
full of such Offer, subject in the case of this clause (z) to extension for
a maximum of ninety additional days to the extent required to obtain all
required Governmental Approvals. Notwithstanding the foregoing, in the
case of a Market Offer with respect to a proposed Market Transaction to be
effected through a broker, specialist or market maker, if any of the Market
Shares are to be issued upon conversion of Conversion Shares and the
acquisition of such Conversion Shares by the Purchasing Stockholder would
require notification under the HSR Act, then the date by which the closing
of such purchase shall occur shall be subject to extension for up to a
maximum of ninety additional days to the extent required to satisfy the
closing condition set forth in Section 4.5(a)(ii)(A); provided, however,
-------- -------
that in the event of any such extension, the purchase price per share
payable by the Purchasing Stockholder shall be equal to the average of the
Closing Prices per share of the Class A Common Stock for the five
consecutive Trading Days ending on the Trading Day immediately preceding
the closing date; provided, further, however, that if the purchase price
-------- ------- -------
determined in accordance with the preceding proviso clause is less than the
Market Price contemplated by the Market Offer, then the Transferring
Stockholder shall have the right to withdraw its offer and terminate the
sale of the Offered Shares unless the Purchasing Stockholder agrees to pay
the higher Market Price per share.
(iv) Unless otherwise agreed by the applicable parties or
provided in Section 4.4(e), the purchase price shall be payable by wire
transfer of same day funds or by certified or cashier's check, as specified
by the Transferring Stockholder. Except as otherwise provided in Section
4.4(e), the Transferring Stockholder shall deliver to each Purchasing
Stockholder a certificate or certificates evidencing the Offered Shares
being purchased by it, duly endorsed for transfer to such Purchasing
Stockholder against payment of such purchase price. The Purchasing
Stockholders shall be severally, but not jointly, responsible and liable
for the purchase of their respective portions of the Offered Shares;
provided, however, that the Transferring Stockholder shall not be obligated
-------- -------
to consummate the sale of any Offered Shares unless the sale of all Offered
Shares is then being consummated.
Page 55 of 76 Pages
<PAGE>
(b) In furtherance of the rights set forth in Sections 4.3 and 4.4,
the Corporation and each other Eligible Stockholder agrees that, on reasonable
notice following the delivery of an Offer, at reasonable times and without
interfering with the business or operations of the Corporation, it will use
commercially reasonable efforts to assist the Transferring Stockholder and its
Parent and, if the Transfer or Indirect Transfer is to or with another
Stockholder, the Purchasing Stockholder and its Parent, if applicable, in
obtaining all necessary Governmental and Private Approvals to any Transfer or
Indirect Transfer of the Offered Shares, including making qualified personnel
available for attending hearings and meetings respecting any consents, approvals
and authorizations required for such Transfer and, at the request of the
Transferring Stockholder, making all filings with, and giving all notices to,
third parties and Governmental Authorities that may be necessary or reasonably
required to be made or given by the Corporation or such Stockholders in order to
effect the contemplated Transfers. The Transferring Stockholder shall reimburse
the Corporation and such other Eligible Stockholders for any out-of-pocket
expenses incurred by them in connection with the foregoing actions; provided,
--------
however, that in the case of a Transfer to a Purchasing Stockholder pursuant to
- -------
a Market Offer, such Purchasing Stockholder shall be responsible for such
reimbursement and, in the case of a Transfer to a Purchasing Stockholder
pursuant to a First Refusal Offer, unless the Bona Fide Offer provides
otherwise, the Transferring Stockholder and the Purchasing Stockholder shall
each be responsible for one-half such expenses. Subject to the other provisions
of this Section 4, no Stockholder shall take any action to delay, impair or
impede the receipt of any required consents, approvals or authorizations.
"Commercially reasonable efforts" as used in this Section 4 shall not require
any party to undertake extraordinary or unreasonable measures to obtain any
consents, approvals or other authorizations, including requiring such party to
make any material expenditures (other than normal filing fees or the like) or to
accept any material changes in the terms of the contract, license or other
instrument for which a consent, approval or authorization is sought.
4.6 Transferee Stockholders. Any transferee of a Transferring
-----------------------
Stockholder required to become a party to this Agreement pursuant to Section 4.2
or 4.4(d) shall execute and deliver to the Corporation (which shall promptly
send notice thereof to the stockholders that are parties to this Agreement) an
agreement substantially in the form of Exhibit A to be bound as a party to this
Agreement. No further action by the Corporation, such transferee or the parties
hereto shall be required for such person to become a party to this Agreement.
Following any Indirect Transfer permitted by this Agreement, the stockholder
with respect to which such Indirect Transfer has occurred shall confirm to the
Corporation and the Stockholders in writing the continuing validity and
effectiveness of its obligations under this Agreement if required by Section
4.4(d) or if such stockholder has elected to continue to be so bound as
permitted by such Section.
4.7 Qualifying Transfer. In the event that pursuant to a Transfer of
-------------------
Class B Common Stock made in accordance with the provisions of this Agreement (a
"Qualifying Transfer") any transferee that was not a Stockholder or member of a
Stockholder Group immediately prior to such Transfer acquires 12.5% or more of
the outstanding shares of Class B Common Stock (a "Director Eligible
Transferee"), such Director Eligible Transferee shall be entitled, upon the
consummation of the acquisition of such shares of Class B Common Stock, to
designate one representative as a director on the Board for each 12.5% of the
outstanding shares of Class B Common Stock acquired by such Director Eligible
Transferee pursuant to such Qualifying Transfer
Page 56 of 76 Pages
<PAGE>
(with more than 6.25% rounded up to the nearest 12.5% if (but only if) the
resulting number of directors that the Director Eligible Transferee would be
entitled to designate does not exceed the number of directors that the
Transferring Stockholder's Stockholder Group is required to cause to resign in
accordance with Section 2.2). In the event that pursuant to a Qualifying
Transfer, a Stockholder Group acquires a sufficient number of additional shares
of Class B Common Stock that after giving effect to such acquisition such
Stockholder Group would be entitled pursuant to Section 2.1 (before giving
effect to the reference therein to this Section 4.7) to designate a greater
number of directors than the number of directors currently serving on the Board
that were designated by such Stockholder Group (such Stockholder Group's
"Current Designees"), then upon the consummation of the acquisition of such
shares of Class B Common Stock, such Stockholder Group shall be entitled to
designate such number of additional Persons (each an "Additional Director") to
serve as directors that when added to its Current Designees will equal one
director for each 12.5% of the outstanding shares of Class B Common Stock owned
by such Stockholder Group, with more than 6.25% being rounded up and 6.25% or
less being rounded down, except that no such rounding up shall occur if the
resulting number of Additional Directors that such Stockholder Group would be
entitled to designate would exceed the number of directors that the Transferring
Stockholder's Stockholder Group is required to cause to resign in accordance
with Section 2.2.
4.8 Tag-Along Right.
---------------
(a) If a First Refusal Stockholder proposes to Transfer to a Proposed
Transferee, in any one transaction or series of related transactions, First
Refusal Shares that include a Significant Interest, then the First Refusal
Stockholder shall make provision whereby each First Refusal Rightsholder that
elects to participate in such sale as provided below (each Rightsholder making
such election, a "Participating Stockholder") will have the right, if the First
Refusal Offer is rejected or deemed rejected as provided in Section 4.4(a) and
the sale by the First Refusal Stockholder to the Proposed Transferee is to
occur, to sell to the Proposed Transferee, as a condition to such sale, at the
same price per share and on the same terms and conditions provided for in the
Bona Fide Offer for such sale by the First Refusal Stockholder, up to the number
of shares of Class B Common Stock that is equal to the product of (i) the number
of shares of Class B Common Stock subject to the Bona Fide Offer, multiplied by
(ii) a fraction, the numerator of which is the total number of shares of Class B
Common Stock owned by such Participating Stockholder at the time of the Bona
Fide Offer, and the denominator of which is the sum of the total number of
shares of Class B Common Stock owned by all Participating Stockholders and the
First Refusal Stockholder at the time of the Bona Fide Offer. If any First
Refusal Rightsholder wishes to exercise its right pursuant to the preceding
sentence, it shall deliver to the First Refusal Stockholder a written election
to exercise such right, which election shall state the number of shares of Class
B Common Stock such First Refusal Rightsholder desires to sell and shall be
delivered to the First Refusal Stockholder within five Business Days of such
First Refusal Rightsholder's receipt of the First Refusal Offer. The
Participating Stockholders may participate in the sale of Common Stock to the
Proposed Transferee pursuant to this Section 4.8 without first complying with
Section 4.4. The number of shares of Class B Common Stock that the First
Refusal Stockholder may sell to the Proposed Transferee shall be reduced by the
number of shares being sold by the Participating Stockholders pursuant to this
Section 4.8(a).
Page 57 of 76 Pages
<PAGE>
(b) If any First Refusal Rightsholder exercises its rights pursuant to
Section 4.8(a) in connection with a Qualifying Transfer, the Director Eligible
Transferee in such Qualifying Transfer shall be entitled to designate the same
number of directors that it would have been entitled to designate had it
purchased the shares of Class B Common Stock solely from the Transferring
Stockholder and, if the aggregate number of directors the Transferring
Stockholder and the Participating Stockholders are required to cause to resign
pursuant to Section 2.2 hereof is less than such number, then the Transferring
Stockholder or a Participating Stockholder (determined as provided below) shall
be required to cause an additional designee to resign in order to permit the
Director Eligible Transferee to designate the number of directors which it is
entitled to designate as a result of such Qualifying Transfer. If the number of
directors that the Transferring Stockholder or a Participating Stockholder would
be entitled to designate following the Qualifying Transfer includes a director
as a result of rounding up to the nearest 12.5% in accordance with Section 2.1
(without regard to the reference therein to this Section 4.8) (a "Rounding
Stockholder"), then the Rounding Stockholder whose percentage of the Class B
Common Stock after giving effect to the Qualifying Transfer when divided by 12.5
yields a number that includes a decimal that is closer to .5 than any other
Rounding Stockholder's percentage of the Class B Common Stock shall be the
Stockholder required to cause an additional designee to resign in accordance
with the preceding sentence. If more than one Rounding Stockholder would be
required to cause an additional designee to resign in accordance with the
preceding sentence and one of such Rounding Stockholders is the Transferring
Stockholder, then the Transferring Stockholder shall be the Stockholder required
to cause an additional designee to resign in accordance with this Section
4.8(b).
SECTION 5 STOCKHOLDER VOTE
Except as otherwise specifically provided herein, for so long as there
continues to be at least two Stockholder Groups the members of each of which own
in the aggregate thirty percent or more of the outstanding Class B Common Stock
(each such Stockholder Group, a "Shared Control Group"), the members of each
such Shared Control Group shall vote the shares of Common Stock owned by them
with respect to any proposal submitted to a vote of stockholders of the
Corporation only as shall be mutually agreed upon by such members and the
members of each other Shared Control Group. In the absence of any such mutual
agreement, the members of each Shared Control Group shall vote their shares of
Common Stock against such proposal. The provisions of this Section 5 shall
terminate at such time as there first is either no Stockholder Group the members
of which own in the aggregate at least thirty percent of the outstanding Class B
Common Stock or only one such Stockholder Group.
SECTION 6 LEGEND
Each certificate evidencing any of the shares of Common Stock owned by
a stockholder that is a party to this Agreement shall bear a legend
substantially as follows:
"The shares represented by this certificate are subject to
restrictions on transfer and may not be sold, exchanged,
assigned, transferred or otherwise disposed of except in
accordance with and subject to all the terms and conditions of a
certain Stockholders' Agreement, dated as of _______, 1999,
Page 58 of 76 Pages
<PAGE>
a copy of which the Corporation will furnish to the holder of
this certificate upon request and without charge."
Upon surrender to the Corporation of certificates evidencing shares of
Class A Common Stock transferred in compliance with this Agreement, other than
to a stockholder who is a party to this Agreement, the Corporation shall reissue
such certificates to the owner thereof without such legend. In the event of an
Indirect Transfer effected in compliance with this Agreement after giving effect
to which the affected stockholder and the members of its Affiliated Group own
only shares of Class A Common Stock and have not elected to continue to be bound
by this Agreement as contemplated by Section 4.4(d), then upon surrender to the
Corporation of the certificates evidencing such shares of Class A Common Stock,
the Corporation shall reissue such certificates to the affected stockholder
without such legend. Upon termination of this Agreement and surrender to the
Corporation of certificates evidencing shares of Class A Common Stock or Class B
Common Stock, the Corporation shall reissue such certificates to the owner
thereof without such legend.
SECTION 7 REGISTRATION
7.1 Demand Registrations.
--------------------
(a) Requests for Registration. At any time after the date which is
-------------------------
six months after the date of this Agreement, any stockholder of the Corporation
which is a party to this Agreement may request that the Corporation effect the
registration under the Securities Act for sale in the manner specified in such
request of all or part of its shares of Class A Common Stock (including shares
of Class A Common Stock issuable upon conversion of shares of Class B Common
Stock), provided that such stockholder has given a Market Offer with respect to
--------
such shares pursuant to Section 4.3. Such request shall be made by furnishing
written notice thereof (a "Demand Notice") to the Corporation setting forth the
number of shares of Class A Common Stock requested to be registered and such
stockholder's preferred method of distribution. Within ten days after receipt
of any Demand Notice, the Corporation shall give written notice of such Demand
Notice to all other stockholders who are parties to this Agreement. Following
receipt of notice from the Corporation of a Demand Notice (the "Corporation
Notice"), each such other stockholder may give the Corporation a written request
to include any or all of such stockholder's Class A Common Stock (including
shares of Class A Common Stock issuable upon conversion of shares of Class B
Common Stock) in the registration described in the Corporation Notice, provided
--------
that such written request is given within ten days after the date on which the
Corporation Notice is given (with such request stating (i) the number of shares
of Class A Common Stock to be so included, (ii) such other stockholder's
preferred method of distribution of such shares and (iii) any other information
that the Corporation Notice reasonably requests be included in such notice from
such stockholder), and provided, further, that such stockholder has given a
-------- -------
Market Offer with respect to such shares pursuant to Section 4.3. All
registrations requested pursuant to this Section 7.1 are referred to herein as
"Demand Registrations" and all stockholders requesting registration of their
shares pursuant to this Section 7.1(a) are referred to herein as "Requesting
Holders". The Corporation shall not be required to effect a Demand Registration
unless the aggregate number of shares of Class A Common Stock demanded to be so
registered and as to which the Market Offer has not been accepted in accordance
with Section 4.3(a) is at least one percent of the number of shares of Class A
Common
Page 59 of 76 Pages
<PAGE>
Stock then outstanding (the "Minimum Condition"). If the Minimum Condition is
met, then, subject to Sections 7.1(b), 7.1(c) and 7.1(f) below, the Corporation
shall, as soon as practicable following the last day that notice of acceptance
of the applicable Market Offer may be given in accordance with Section
4.3(a)(i), file with the Commission and use all commercially reasonable efforts
to cause to become effective as promptly as practicable, a registration
statement on a form applicable to the sale of securities to the general public
which shall cover the shares of Class A Common Stock requested to be registered
pursuant to such Demand Notices. The Corporation shall not be required to effect
any Demand Registration for a stockholder after such time as such stockholder
and the other members of its Affiliated Group are able to sell all shares of
Class A Common Stock (including shares of Class A Common Stock issuable upon
conversion of shares of Class B Common Stock) owned by them without restriction
(including any volume limitation) under the Securities Act.
(b) Number of Demand Registrations. Once a Demand Registration has
------------------------------
been effected, the Corporation shall not be obligated to register Class A Common
Stock pursuant to another Demand Registration prior to the expiration of twelve
months from the date on which the previous Demand Registration was declared
effective; provided, however, that a registration will not count as a Demand
-------- -------
Registration unless it has become effective, and such effectiveness has been
maintained under the Securities Act (and not subject to any stop order,
injunction or other order or requirement of the Commission or other Governmental
Authority for any reason) for the period specified in Section 7.3(a). Each
Requesting Holder may, before any registration statement becomes effective,
withdraw its shares of Class A Common Stock from inclusion therein if the terms
of the proposed distribution are not satisfactory to such Requesting Holder. If
after giving effect to such withdrawal or withdrawals of shares from a Demand
Registration the Minimum Condition would no longer be satisfied, then such
registration statement shall be withdrawn. A registration that is withdrawn
prior to effectiveness at the request of the Requesting Holders that demanded
such Demand Registration will not count as a Demand Registration.
(c) Restrictions on Registrations. The Corporation may postpone for
-----------------------------
up to 90 days after its receipt of a Demand Notice the filing of a registration
statement for a Demand Registration if the Corporation reasonably believes that
such Demand Registration would have a material adverse effect on any proposal or
plan by the Corporation or any of its Subsidiaries to engage in any financing,
acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or other significant transaction and
notifies the Requesting Holders in writing of such postponement; provided that
--------
the Corporation shall have the right to so postpone such filing or effectiveness
only one time during any period of twelve consecutive months.
(d) Underwriting.
------------
(i) Subject to Section 7.1(e), the distribution of the Class A
Common Stock covered by the Demand Registration shall be effected by means
of a firm commitment underwriting, and the right of any Requesting Holder
to registration pursuant to this Section 7 shall be conditioned upon such
Requesting Holder's participation in such underwriting and the inclusion of
such Requesting Holder's Class A Common Stock in the underwriting (unless
otherwise mutually agreed by a majority in interest of the other Requesting
Holders) to the extent provided herein. The Corporation (together with all
Page 60 of 76 Pages
<PAGE>
Requesting Holders proposing to distribute their Class A Common Stock
through such underwriting) shall enter into an underwriting agreement in
customary form with a managing underwriter of nationally recognized
standing selected for such underwriting by the Corporation with the
approval of the Requesting Holder that has included the largest number of
shares in the Demand Registration, such approval not to be withheld
unreasonably. No Requesting Holder may participate in any Demand
Registration unless such Requesting Holder (A) agrees to sell its Class A
Common Stock on the basis provided in such underwriting agreement and (B)
completes and executes all questionnaires, powers of attorney, indemnities
and other documents required under the terms of such underwriting
agreement.
(ii) Notwithstanding any other provision of this Section 7, if
the managing underwriter advises the Corporation and the Requesting Holders
in writing that marketing factors require a limitation of the number of
shares to be underwritten, then the managing underwriter may exclude shares
requested to be included in such Demand Registration. The number of shares
of Class A Common Stock that may be included in the Demand Registration and
underwriting shall be allocated among the Requesting Holders in accordance
with the provisions of Section 7.1(f). No Class A Common Stock excluded
from the underwriting by reason of the managing underwriter's marketing
limitation shall be included in such Demand Registration.
(iii) If any Requesting Holder participating in a Demand
Registration disapproves of the terms of the underwriting, such person may
elect to withdraw therefrom by written notice to the Corporation, the
managing underwriter and the other Requesting Holders. If by such
withdrawal a greater number of shares of Class A Common Stock held by other
Requesting Holders may be included in such Demand Registration (up to the
maximum of any limitation imposed by the managing underwriter), then the
Corporation shall offer to all Requesting Holders participating in the
Demand Registration the right to include additional shares of Class A
Common Stock, which additional shares shall be allocated among the Eligible
Holders who have requested registration in accordance with the provisions
of Section 7.1(f).
(e) Shelf Registration. If at the time of a Demand Notice, the
------------------
Corporation is eligible to file a registration statement on Form S-3 (or any
equivalent successor form), then Requesting Holders who hold at least 51% of the
shares of Class A Common Stock which are to be included in a Demand Registration
may request that the Demand Registration be effected pursuant to a shelf
registration under Rule 415 of the Securities Act (or successor rule or
regulation); provided, however, that (i) if the Corporation shall reasonably
-------- -------
determine, after consultation with an independent investment banking firm of
nationally recognized standing, that such method of distribution would adversely
affect the public market for the Class A Common Stock, then the Corporation
shall not be obligated to effect the Demand Registration pursuant to such method
of distribution, (ii) during the term of any such shelf registration, the
Corporation may require from time to time that the Requesting Holders refrain
from selling pursuant to such registration statement under the circumstances, in
the manner and for the time period described in Section 7.1(c), and (iii)
Page 61 of 76 Pages
<PAGE>
the Corporation shall not be required to keep such shelf registration statement
effective for a period greater than twelve months.
(f) Allocation Among Eligible Holders. If the managing underwriter
---------------------------------
imposes a limit on the number of shares of Class A Common Stock to be included
in the Demand Registration, then each Requesting Holder shall have the right to
include in such Demand Registration up to its pro rata share (based on the ratio
that the number of shares of Class A Common Stock proposed to be sold by it
bears to the total number of shares of Class A Common Stock proposed to be sold
by all Requesting Holders) of the maximum number of shares permitted by the
managing underwriter to be included in the Demand Registration (the "Maximum
Amount").
(g) Inclusion of Shares by the Corporation. If the managing
--------------------------------------
underwriter has not limited the number of shares of Class A Common Stock to be
underwritten or if the number of shares which the Requesting Holders have
requested to be registered is less than the Maximum Amount, then the Corporation
may include securities for its own account or for the account of others in such
Demand Registration if the managing underwriter so agrees and if the number of
shares of Class A Common Stock held by Requesting Holders which would otherwise
have been included in such Demand Registration and underwriting will not thereby
be limited. The inclusion of such shares shall be on the same terms as the
registration of shares held by the Requesting Holders. In the event that the
managing underwriter excludes some of the securities to be registered, the
securities to be sold for the account of the Corporation and any other holders
shall be excluded in their entirety prior to the exclusion of any shares of
Class A Common Stock of the Requesting Holders.
7.2 Lockup Agreements. Each Requesting Holder agrees not to effect
-----------------
any public sale or other distribution of Class A Common Stock during the seven
days prior to the effective date of any Demand Registration or during the 180-
day period (or such shorter period as the managing underwriter may require)
beginning on such effective date (except in either case as part of such Demand
Registration), unless the managing underwriter otherwise agrees. The
Corporation agrees not to effect any public sale or other distribution of Class
A Common Stock during the seven days prior to the effective date of any Demand
Registration or during the 180-day period (or such shorter period as the
managing underwriter may require) beginning on such effective date (except in
either case as part of such Demand Registration or pursuant to registrations on
Form S-8 or any successor form), unless the managing underwriter otherwise
agrees; provided, however, that such restriction shall not extend to the
-------- -------
issuance or distribution of shares of Class A Common Stock upon conversion of
convertible securities. Each Requesting Holder understands that stop transfer
instructions may be given to the Corporation's transfer agent to prevent
transfers restricted by this Section 7.2 during the applicable period of such
restriction.
7.3 Registration Procedures. Whenever the Corporation is obligated
-----------------------
by the provisions of this Agreement to effect a registration of any shares of
Class A Common Stock under the Securities Act, the Corporation shall use
commercially reasonable efforts to effect such registration so as to permit the
sale of the shares of Class A Common Stock covered thereby in accordance with
the intended method of disposition thereof, and pursuant thereto the Corporation
will as expeditiously as possible:
Page 62 of 76 Pages
<PAGE>
(a) prepare and file with the Commission a registration statement with
respect to such shares and use all commercially reasonable efforts to cause such
registration statement to become and remain effective for such period as may be
reasonably necessary to effect the sale of such securities, not to exceed ninety
days (or, in the case of a shelf registration pursuant to Section 7.1(e), twelve
months);
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective
until the sooner to occur of the sale of all such shares or the ninetieth day
following the effective date of such registration statement (or, in the case of
a shelf registration pursuant to Section 7.1(e), the day twelve months following
the effective date) and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such registration statement;
(c) furnish to each Requesting Holder participating in such Demand
Registration and the underwriters such number of copies of such registration
statement (with exhibits), each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus)
and each supplement thereto and such other documents as such seller or
underwriters may reasonably request in order to facilitate the sale of the
shares being sold;
(d) use all reasonable efforts to register or qualify the shares being
sold under such other securities or blue sky laws of such jurisdictions in the
United States as any seller reasonably requests, to the extent such registration
or qualification may be required by applicable law, and do any and all other
acts and things which may be reasonably necessary or advisable to enable such
seller to consummate the disposition in such jurisdictions of the shares owned
by such seller; provided, however, that the Corporation will not be required to
-------- -------
(i) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) conform its
capitalization or the composition of its assets to the securities or blue sky
laws of such jurisdictions, (iii) consent to general service of process in any
such jurisdiction, (iv) take any action that would subject it to service of
process in suits other than those arising out of the offer and sale of the
shares registered by the Demand Registration, or (v) to subject itself to
taxation in any jurisdiction where it has not theretofore done so;
(e) cause all such shares to be listed or authorized for quotation on
each securities exchange or automated quotation system on which similar
securities issued by the Corporation are then listed or quoted;
(f) notify each seller of such shares promptly after it shall receive
notice thereof, of the time when such registration statement (or any post-
effective amendment thereto) has become effective and, when the filing of a
post-effective amendment to such registration statement or a supplement to any
prospectus forming part of such registration statement is required, when the
same is filed;
Page 63 of 76 Pages
<PAGE>
(g) notify each seller of such shares of any request by the Commission
for the amending or supplementing of such registration statement or prospectus
or for additional information;
(h) prepare and file with the Commission, promptly upon the request of
any seller of such shares, any amendments or supplements to such registration
statement or prospectus which, in the opinion of counsel selected by the holders
of a majority of the shares being registered, is required under the Securities
Act in connection with the distribution of shares by such seller;
(i) notify each seller of shares when the Corporation becomes aware of
the happening of any event as a result of which the prospectus (as then in
effect) contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and prepare and
promptly file with the Commission each amendment or supplement to such
registration statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to such
securities is required to be delivered under the Securities Act, any event shall
have occurred as the result of which any such registration statement or
prospectus as then in effect would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances in which they were made, not
misleading;
(j) advise each seller of such shares, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of such registration statement or the
initiation or threatening of any proceeding for such purpose and promptly use
commercially reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued; and
(k) if applicable, make available to the seller of such shares a
consolidated earnings statement (which need not be audited) satisfying the
provisions of Section 11(a) of the Securities Act beginning within six months
after the effective date of each registration statement, which statements shall
cover the 12-month period described in such Section 11(a), provided, however,
-------- -------
that the Corporation shall be deemed to have complied with this clause (k) if it
has complied with Rule 158 promulgated under the Securities Act.
7.4 Expenses. Each Requesting Holder that participates in a Demand
--------
Registration (including a Demand Registration that is withdrawn prior to
becoming effective) shall pay all underwriting discounts and commissions and any
transfer taxes attributable to the sale of such Requesting Holder's shares, the
fees and expenses of counsel for such Requesting Holder, and any other out-of-
pocket expenses of such Requesting Holder incurred in connection with its
participation in such Demand Registration. The Corporation shall pay all
expenses connected with the registration or qualification of such shares for
sale, including the registration fee, listing fees, the fees of its counsel and
accountants and any printing costs. To the extent that the Corporation has
included shares in a Demand Registration pursuant to Section 7.1(g), the
Corporation shall pay all
Page 64 of 76 Pages
<PAGE>
underwriting discounts and commissions and any transfer taxes attributable to
the sale of such shares so included by the Corporation.
7.5 Obligations of Requesting Holders Participating in Demand
---------------------------------------------------------
Registration. Each Requesting Holder agrees to furnish to the Corporation such
- ------------
written information concerning such Requesting Holder as may reasonably be
requested by the Corporation which is necessary in connection with any Demand
Registration, and each Requesting Holder agrees to otherwise cooperate with the
Corporation in connection with any Demand Registration. Each Requesting Holder
participating in a Demand Registration agrees to comply with all applicable laws
relating to the offer and sale of the Class A Common Stock, including, to the
extent applicable, Regulation M under the Securities Exchange Act of 1934, as
amended.
7.6 Indemnification and Contribution.
--------------------------------
(a) In the event that the Corporation effects a registration of any
shares owned by a Requesting Holder, such Requesting Holder shall indemnify and
hold the Corporation, and each of its directors and officers and each person, if
any, who controls the Corporation within the meaning of the federal securities
laws (the "Corporation Indemnified Parties") harmless against all losses,
liabilities and expenses of any nature whatsoever which the Corporation
Indemnified Parties may incur as a result of or arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in the
registration statement filed by the Corporation, including any prospectus
contained in such registration statement, and any amendment or supplement
thereto (including post-effective amendments) or as a result of or arising out
of or based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, which untrue statement or omission or alleged untrue statement or
omission was made in such registration statement, including any prospectus
contained in such registration statement, and any amendment or supplement
thereto (including post-effective amendments) in reliance upon and in conformity
with information furnished in writing by or on behalf of such Requesting Holder
for inclusion therein; provided, however, that such Requesting Holder shall not
-------- -------
be liable to the extent that the losses, liabilities or expenses arise out of or
are based upon (i) the use by the Corporation or another Requesting Holder that
is not a member of its Affiliated Group of any prospectus after such time as the
obligation of the Corporation to keep the same effective and current has expired
or (ii) the use by the Corporation or another Requesting Holder that is not a
member of its Affiliated Group of any prospectus after such time as such
Requesting Holder has advised the Corporation that the filing of a post-
effective amendment or supplement thereto is required with respect to any
information contained in such prospectus concerning such Requesting Holder,
except such prospectus as so amended or supplemented.
(b) In the event that the Corporation effects a registration of any
shares owned by a Requesting Holder, the Corporation shall indemnify and hold
such Requesting Holder, and each of its directors and officers and each person,
if any, who controls the Requesting Holder within the meaning of the federal
securities laws (the "Stockholder Indemnified Parties") harmless against all
losses, liabilities and expenses of any nature whatsoever which such Stockholder
Indemnified Parties may incur as a result of or arising out of or based upon any
untrue statement or
Page 65 of 76 Pages
<PAGE>
alleged untrue statement of a material fact contained in the registration
statement filed by the Corporation, including any prospectus contained in such
registration statement, and any amendment or supplement thereto (including post-
effective amendments) or as a result of or arising out of or based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, provided,
--------
however, that the Corporation will not be liable in any such case to the extent
- -------
that the losses, liabilities or expenses arise out of or are based upon (i) any
untrue statement or omission or alleged untrue statement or omission made in
such registration statement, including any prospectus contained in such
registration statement, and any amendment or supplement thereto (including post-
effective amendments) in reliance upon and in conformity with information
furnished in writing by or on behalf of such Requesting Holder to the
Corporation for inclusion therein, (ii) the use by such Requesting Holder of any
prospectus after such time as the obligation of the Corporation to keep the same
effective and current has expired, or (iii) the use by such Requesting Holder of
any prospectus after such time as the Corporation has advised the Requesting
Holder that the filing of a post-effective amendment or supplement thereto is
required, except such prospectus as so amended or supplemented.
(c) With respect to the indemnities provided above in this Section
7.6, an indemnified party shall, with respect to any claim made against such
indemnified party, notify the indemnifying party in writing of the nature of the
claim as soon as practicable but not more than ten days after the indemnified
party shall have received notice of the assertion thereof before any court or
governmental authority. The failure by an indemnified party to give notice as
provided in the foregoing sentence shall not relieve the indemnifying party of
its obligations under this section except to the extent that the indemnifying
party is damaged solely as a result of the failure to give notice. Upon receipt
of notice by an indemnifying party from an indemnified party of the assertion of
any such claim, the indemnifying party shall employ counsel reasonably
acceptable to the indemnified party and shall assume the defense of such claim.
The indemnified party shall have the right to employ separate counsel and to
participate in (but not control) any such action, but the fees and expenses of
such counsel shall be the expense of such indemnified party unless (i) the
employment of counsel by such indemnified party has been authorized by the
indemnifying party, (ii) the indemnified party shall have been advised by its
counsel in writing that there is a conflict of interest between the indemnifying
party and the indemnified party in the conduct of the defense of such action (in
which case the indemnifying party shall not have the right to direct the defense
of such action on behalf of the indemnified party) or (iii) the indemnifying
party shall not in fact have employed counsel to assume the defense of such
action, in each of which cases the fees and expenses of such counsel shall be at
the expense of the indemnifying party. The indemnifying party shall not, in
connection with any one action or proceeding or separate but substantially
similar or related actions or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (together with
appropriate local counsel) at any time for such indemnified party or parties and
controlling persons thereof, which firm shall be designated by the indemnified
party that had the largest number of shares included in the applicable
registration statement. An indemnifying party shall not be liable for any
settlement of an action effected without its written consent (which consent
shall not be unreasonably withheld). No indemnifying party will consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by
Page 66 of 76 Pages
<PAGE>
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such action.
(d) If the indemnification provided for in this Section 7.6 is
unavailable to an indemnified party other than by reason of such indemnified
party's failure to comply with the first sentence of paragraph (c) of this
Section 7.6, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
Requesting Holder(s) on the one hand and of the Corporation on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Requesting Holder(s) on the one hand
and of the Corporation on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Requesting Holder(s) or by the Corporation and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages and liabilities referred to
above shall be deemed to include, subject to the limitations set forth in
Section 7.6(c), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.
(e) Each of the Requesting Holders and the Corporation agrees that it
would not be just and equitable if contribution pursuant to Section 7.6(d) were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to in Section 7.6(d).
Notwithstanding the provisions of this Section 7.6, each Requesting Holder shall
not be required to contribute any amount in excess of the amount by which the
total price at which the shares were offered to the public exceeds the amount of
any damages which such Requesting Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
SECTION 8 MISCELLANEOUS
8.1 Waivers. No course of dealing will be deemed to amend or
-------
discharge any provision of this Agreement. No delay in the exercise of any
right will operate as a waiver of such right. No single or partial exercise of
any right will preclude its further exercise. A waiver of any right on any one
occasion will not be construed as a bar to, or waiver of, any such right on any
other occasion.
8.2 Specific Performance. In the event of a breach or a threatened
--------------------
breach by any party to this Agreement of its obligations under this Agreement,
any party injured or to be injured by such breach, in addition to being entitled
to exercise all rights granted by law, including, without limitation, recovery
of damages, will be entitled to specific performance of its rights under this
Agreement. The parties agree that the provisions of this Agreement shall be
specifically enforceable,
Page 67 of 76 Pages
<PAGE>
it being agreed by the parties that (i) any remedy at law, including monetary
damages, for breach of any such provision will be inadequate compensation for
any loss, and (ii) any defense in any action for specific performance that a
remedy at law would be adequate is waived.
8.3 Remedies Cumulative. The rights and remedies set forth in this
-------------------
Agreement are cumulative, and are not intended to be exclusive of any right or
remedy provided in this Agreement, by law, in equity or otherwise. Except as
provided in this Agreement, all legal remedies (such as monetary damages) as
well as all equitable remedies (such as specific performance) will be available
for any breach or threatened breach of any provision of this Agreement.
8.4 Attorneys' Fees. If any stockholder that is a party to this
---------------
Agreement or the Corporation retains counsel for the purpose of enforcing or
preventing the breach or any threatened breach of any provision of this
Agreement or for any other remedy relating to it, then the prevailing party will
be entitled to be reimbursed by the non-prevailing party for all costs and
expenses reasonably so incurred (including reasonable attorneys' fees, costs of
bonds and fees and expenses for expert witnesses).
8.5 Execution. This Agreement may be signed in counterparts or with
---------
detachable signature pages. Each counterpart will be considered an original
instrument, but all of them in the aggregate will constitute one agreement.
8.6 Notices. All notices and other communications hereunder shall be
-------
in writing and shall be delivered personally, telecopied (if receipt of which is
confirmed by the person to whom sent), sent by a nationally recognized overnight
delivery service or mailed by registered or certified mail (if return receipt is
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice) (notice shall be deemed given
upon receipt, if delivered personally, by overnight delivery service or by
telecopy, or on the third business day following mailing, if mailed):
(a) If to UVSG, to it at:
7140 S. Lewis Avenue
Tulsa, Oklahoma 74136-5422
Attention: President
(with a copy similarly addressed to the Legal Department)
Telephone: (918) 488-4993
Telecopier: (918) 488-4928
with copies to:
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022
Attention: Elizabeth M. Markowski
Telephone: (212) 705-5000
Page 68 of 76 Pages
<PAGE>
Telecopier: (212) 705-5125
(b) If to TCI, to it at:
5619 DTC Parkway
Englewood, Colorado 80111
Attention: General Counsel
Telephone: (303) 267-4800
Telecopier: (303) 488-3245
with a copy to:
TCI UVSG, Inc.
5619 DTC Parkway
Englewood, Colorado 80111
Attention: President
Telephone: (303) 267-5360
Telecopier: (303) 488-3268
- and -
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022
Attention: Elizabeth M. Markowski
Telephone: (212) 705-5000
Telecopier: (212) 705-5125
(c) If to TCI Holdings, to it at:
5619 DTC Parkway
Englewood, Colorado 80111
Attention: President
Telephone: (303) 267-5360
Telecopier: (303) 488-3268
with a copy to:
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022
Attention: Elizabeth M. Markowski
Telephone: (212) 705-5000
Telecopier: (212) 705-5125
Page 69 of 76 Pages
<PAGE>
(d) If to Liberty, to it at:
8101 East Prentice, #500
Englewood, Colorado 80111
Attention: General Counsel
Telephone: (303) 721-5440
Telecopier: (303) 721-5443
with a copy to:
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022
Attention: Elizabeth M. Markowski
Telephone: (212) 705-5000
Telecopier: (212) 705-5125
(e) If to News Corp. or News Holdings, to it at:
c/o News America Incorporated
1211 Avenue of the Americas
New York, New York 10036
Attention: Arthur M. Siskind
Senior Executive Vice President
and Group General Counsel
Telephone: (212) 852-7007
Telecopier: (212) 768-2029
with a copy to:
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
Attention: Jeffrey W. Rubin
Telephone: (212) 476-8224
Telecopier: (212) 697-6686
8.7 Severability. Wherever possible each provision of this Agreement
------------
will be interpreted in such manner as to be effective and valid under applicable
law. However, if for any reason any one or more of the provisions of this
Agreement are held to be invalid, illegal or unenforceable in any respect, such
action will not affect any other provision of this Agreement. In such event,
this Agreement will be construed as if such invalid, illegal or unenforceable
provision had never been contained in it.
Page 70 of 76 Pages
<PAGE>
8.8 Entire Agreement. This Agreement and the Parent Agreement
----------------
contain the entire agreement and understanding of the stockholders that are
parties to this Agreement and the Corporation concerning its subject matter.
8.9 Binding Effect. This Agreement is binding upon, and
--------------
inures to the benefit of, the Participants, the stockholders that are parties to
this Agreement, their permitted transferees and the Corporation.
8.10 Governing Law. This Agreement shall be governed by the laws
-------------
of the State of New York applied to contracts made and wholly performed in such
State, without regard to principles governing conflicts of law. Any action to
enforce any provision of this Agreement may be brought only in a court in the
State of New York or in the United States District Court for the Southern
District of New York. Each party agrees to submit to the general jurisdiction
of such courts and to accept service of process at its address for notices
pursuant to this Agreement in any such action or proceeding brought in any such
court and hereby waives any claim that such action or proceeding brought in any
such court has been brought in an inconvenient forum.
8.11 Interpretation. As used herein, except as the context may
--------------
otherwise require, "include," "includes" and "including" are deemed to be
followed by "without limitation" whether or not they are in fact followed by
such words or words of like import; "hereof," "herein," "hereunder" and
comparable terms refer to the entirety hereof and not to any particular article,
section or other subdivision hereof or attachment hereto; references to any
gender include the other; the singular includes the plural and vice versa;
references to any agreement or other document or to any statute or regulation
are to such agreement, document, statute or regulation as amended and
supplemented from time to time (and, in the case of a statute or regulation, to
any successor provisions); and references to "Article," "Section" or another
subdivision or to "Exhibit" are to an article, section or subdivision of, or to
an Exhibit to, this Agreement. Any reference in this Agreement to a "day" or
number of "days" (without the explicit qualification of "Business") shall be
interpreted as a reference to a calendar day or number of calendar days. If any
action or notice is to be taken or given on or by a particular calendar day, and
such calendar day is not a Business Day, then such action or notice shall be
deferred until, or may be taken or given on, the next Business Day.
8.12 Parties. A stockholder who ceased to be a Stockholder upon
-------
the Transfer or conversion of its Class B Common Stock shall continue to be a
party to this Agreement for purposes of Sections 4, 6 and 7 so long as it owns
shares of Class A Common Stock, except (i) as otherwise provided in the last
sentence of Section 4.4(d) and (ii) that if such stockholder and the members of
its Affiliated Group own only shares of Class A Common Stock, then such
stockholder may elect to cease to be a party to this Agreement by giving written
notice to such effect to the Corporation and each Stockholder, which notice
shall state that such stockholder and the members of its Affiliated Group
thereby irrevocably waive any and all rights under Section 7 (other than Section
7.6).
Page 71 of 76 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
TVG HOLDINGS, INC.
By: /s/ Lawrence A. Jacobs
------------------------------
Name: Lawrence A. Jacobs
Title: Senior Vice President
TCI UVSG, INC.
By: /s/ Stephen M. Brett
------------------------------
Name: Stephen M. Brett
Title: Vice President
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
------------------------------
Name: Stephen M. Brett
Title: Executive Vice President,
Secretary and General Counsel
LIBERTY MEDIA CORPORATION
By: /s/ Stephen M. Brett
------------------------------
Name: Stephen M. Brett
Title: Vice President
THE NEWS CORPORATION LIMITED
By: /s/ Arthur M. Siskind
------------------------------
Name: Arthur M. Siskind
Title: Director
UNITED VIDEO SATELLITE GROUP, INC.
By: /s/ Peter C. Boylan III
------------------------------
Name: Peter C. Boylan III
Title: President and Chief
Operating Officer
Page 72 of 76 Pages
<PAGE>
Exhibit 10.7
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints Arthur M. Siskind each of the undersigned's true and
lawful attorney-in-fact to:
(1) execute for and on behalf of each of the undersigned, (a) any and all
amendments to the Statement on Schedule 13D with respect to the ownership
TV Guide, Inc. securities, and other documents in connection therewith,
pursuant to Section 13(d) of the Securities Exchange Act of 1934 and the
rules thereunder (together, the "Exchange Act"), (b) Forms 3, 4, and 5,
or any amendments thereof, with respect to the ownership of TV Guide, Inc.
securities pursuant to Section 16(a) of the Exchange Act, and (c) in each
case, any successor Statement or Forms, or amendments thereof;
(2) do and perform any and all acts for and on behalf of each of the
undersigned which may be necessary or desirable to complete and execute
any such amendment to the Statement on Schedule 13D or Form 3, 4, or 5 (or
any amendment thereof) and file such documents with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, each of the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever, requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as each of the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. Each of the undersigned acknowledges that such attorney-in-fact, in
serving in such capacity at the request of each of the undersigned, is not
assuming any of each of the undersigned's responsibilities to comply with
Section 13 or Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until each of
the undersigned is no longer required to file any such amendment to the
Statement on Schedule 13D or Forms 3, 4, and 5 (or successor Statements or
Forms), unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.
Page 73 of 76 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of March 1999.
NEWS PUBLISHING AUSTRALIA LIMITED
By: /s/ K. Rupert Murdoch
----------------------------------------------
Name: K. Rupert Murdoch
Title: Director
Page 74 of 76 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of March 1999.
TVG HOLDINGS, INC.
By: /s/ Arthur M. Siskind
--------------------------------------------------
Name: Arthur M. Siskind
Title: Director and Senior Executive
Vice President
Page 75 of 76 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of March 1999.
/s/ K. Rupert Murdoch
---------------------------------
K. Rupert Murdoch
Page 76 of 76 Pages
