<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
INFOSEEK CORPORATION
(a Delaware corporation)
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
45678M107
---------
(CUSIP Number)
David K. Thompson
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Name, address and telephone number of person
authorized to receive notices and communications)
July 10, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
<PAGE>
- ------------------------ ------------------------
CUSSIP No. 45678M107 13D Page 2 of 9 Pages
- ------------------------ ------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Walt Disney Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS WC; See Item 3.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,672,218 shares plus a warrant to purchase
BENEFICIALLY 15,720,000 shares
OWNED BY EACH ---------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH 29,175,784 shares
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,672,218 shares plus a warrant to purchase
15,720,000 shares
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
23,730,929 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,403,147 shares (including shares owned by Disney Enterprises, Inc., a
wholly owned subsidiary of the reporting person and excluding 5,444,855
shares which are subject to the Support Agreements, as to which the Filing
Persons disclaim beneficial ownership) plus a warrant to purchase 15,720,000
shares.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.3%, based on the number of outstanding shares as of June 30, 1999 and
assuming the issuance of 299,182 shares pursuant to the Maintenance Rights
Agreement (excluding the warrant), 53.9% assuming exercise in full of the
warrant.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------ ------------------------
CUSSIP No. 45678M107 13D Page 3 of 9 Pages
- ------------------------ ------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Disney Enterprises, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS OO; See Item 3.
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
0 shares
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
23,730,929 shares
OWNED BY EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
0 shares
PERSON WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
23,730,929 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,730,929 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%, based on the number of outstanding shares as of June 30, 1999 and
assuming the issuance of 299,182 shares pursuant to the Maintenance Rights
Agreement.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------ ------------------------
CUSSIP No. 45678M107 13D Page 4 of 9 Pages
- ------------------------ ------------------------
This Amendment No. 2 amends and supplements the Statements on Schedule 13D,
dated November 18, 1998 and June 7, 1999, of The Walt Disney Company, a Delaware
corporation ("TWDC"), and Disney Enterprises, Inc., a Delaware corporation and
wholly owned subsidiary of TWDC ("DEI"). TWDC and DEI are collectively the
Filing Persons of the Schedule 13D.
Item 1. Security And Issuer.
-------------------
This statement relates to the Common Stock, par value $.001 per share
("Infoseek Common Stock"), of Infoseek Corporation, a Delaware
corporation ("Infoseek"). The Infoseek Common Stock includes the
rights attached thereto pursuant to Infoseek's share purchase rights
plan. The principal executive offices of Infoseek are located at 1399
Moffett Park Drive, Sunnyvale, California 94089.
Item 3. Source And Amount Of Funds Or Other Consideration.
-------------------------------------------------
In connection with the Reorganization Agreement (as defined and
described in Item 4), TWDC may be deemed to have acquired beneficial
ownership of 5,444,855 shares of Infoseek Common Stock pursuant to
Support Agreements (as defined and described in Item 4), representing
approximately 9% of the issued and outstanding shares of Infoseek
Common Stock as of June 30, 1999. TWDC requested that Steven T. Kirsch
and Andrew E. Newton ("Principal Stockholders") enter into Support
Agreements as a condition to TWDC's willingness to enter into the
Reorganization Agreement. The Support Agreements relate to all of the
shares of Infoseek Common Stock owned by the Principal Stockholders on
July 10, 1999 and continue to be owned by such stockholders as of the
date of the Infoseek Special Meeting (as defined below) and shares of
Infoseek Common Stock that may be acquired after such date by such
Principal Stockholders and continue to be owned by such stockholders
as of the date of the Infoseek Special Meeting, including shares of
Infoseek Common Stock issuable upon exercise of options to purchase
Infoseek Common Stock. No additional consideration was given in
exchange for the Support Agreements. TWDC expressly disclaims
beneficial ownership of the Subject Shares (as defined in the Support
Agreements).
In addition, the Filing Persons have exercised, by a letter agreement
dated July 10, 1999 between TWDC and Infoseek (the "Maintenance Rights
Agreement"), their maintenance rights pursuant to the terms of the
Governance Agreement dated as of June 18, 1998 by and among TWDC, DEI
and Infoseek to acquire an aggregate of 299,182 shares of Infoseek
Common Stock, for an aggregate purchase price of $12,201,016. The
purchase and sale of these shares of Infoseek Common Stock shall take
place on the later of: (i) five (5) days from the date of the
Maintenance Rights Agreement or (ii) the third business day following
the expiration of all waiting periods imposed on such period by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
shares of Infoseek Common Stock to be purchased pursuant to the
Maintenance Rights Agreement represent approximately 0.5% of the
issued and outstanding shares of Infoseek Common Stock as of June 30,
1999. The source of funds to be used in connection with purchase of
shares of Infoseek Common Stock pursuant to the Maintenance Rights
Agreement is the working capital of TWDC.
<PAGE>
- ------------------------ ------------------------
CUSSIP No. 45678M107 13D Page 5 of 9 Pages
- ------------------------ ------------------------
The foregoing description of the Maintenance Rights Agreement is
qualified in its entirety by reference to the text of such agreement,
which is filed as an exhibit to this Schedule 13D and is incorporated
by reference herein.
Item 4. Purpose Of Transaction.
----------------------
As previously reported in the Statement and Amendment No. 1 thereto,
TWDC (i) acquired 26,103,965 shares of Infoseek Common Stock plus a
warrant to purchase 15,720,000 shares of Infoseek Common Stock and
(ii) entered into discussions with Infoseek with respect to a possible
transaction that would result in the Filing Persons acquiring all the
issued and outstanding shares of Infoseek Common Stock that they do
not already own. On July 10, 1999, TWDC, Bingo Acquisition Corp., a
wholly owned subsidiary of TWDC ("Acquisition Corp."), and Infoseek
entered into an Agreement and Plan of Reorganization (the
"Reorganization Agreement") pursuant to which, subject to the terms
and conditions set forth therein, Acquisition Corp. will merge (the
"Merger") with and into Infoseek, with Infoseek being the surviving
corporation in the Merger (the "Surviving Corporation"). As a result
of the Merger, (i) each outstanding share of Infoseek Common Stock,
other than shares of Infoseek Common Stock owned by TWDC and DEI, will
be converted into 1.15 shares of a new class of TWDC common stock
("TWDC Internet Common Stock"), which will track the economic
performance of Infoseek and certain assets to be contributed by TWDC
and its affiliates (the "Internet Group"), (ii) each outstanding share
of Infoseek Common Stock owned by TWDC will remain outstanding, (iii)
each outstanding share of Infoseek Common Stock owned by DEI will be
converted into shares of a new series of TWDC voting preferred stock
and (iv) Infoseek will become a direct wholly owned subsidiary of
TWDC. TWDC will retain an approximate 72% retained interest in
Internet Group.
In connection with the Reorganization Agreement, TWDC entered into
individual Support Agreements dated as of July 10, 1999 (the "Support
Agreements") with the Principal Stockholders who own, collectively,
approximately 9% of the issued and outstanding Subject Shares as of
June 30, 1999. Mr. Kirsch beneficially owns 4,988,855 shares of
Infoseek Common Stock which are subject to the Support Agreement. Mr.
Newton beneficially owns 456,000 shares of Infoseek Common Stock which
are subject to the Support Agreement. Pursuant to the Support
Agreements each of Messrs. Kirsch and Newton have, among other things,
agreed to vote in favor of the Reorganization Agreement and Merger.
The Board of Directors of TWDC and the Disinterested Directors of
Infoseek (as defined in the Amended and Restated Certificate of
Incorporation of Infoseek) have unanimously approved the Merger. The
consummation of the transactions contemplated by the Reorganization
Agreement is subject to certain conditions, including (i) approval of
the Merger by the holders of a majority of the shares of Infoseek
Common Stock (other than the Filing Persons) at a special meeting of
stockholders of Infoseek (the "Infoseek Special Meeting"), (ii) the
requisite vote of the stockholders of TWDC to authorize the TWDC
Internet Common Stock at
<PAGE>
- ------------------------ ------------------------
CUSSIP No. 45678M107 13D Page 6 of 9 Pages
- ------------------------ ------------------------
a special meeting of stockholders of TWDC (the "TWDC Special
Meeting"), and (iii) certain other customary conditions in a
transaction of this nature, including receipt of all necessary
regulatory approvals. TWDC, with the assistance and cooperation of
Infoseek, will prepare a joint proxy statement/prospectus (the "Joint
Proxy Statement/Prospectus") relating to the Merger and the shares of
TWDC Internet Common Stock to be issued thereunder and distribute the
Joint Proxy Statement/Prospectus to the stockholders of Infoseek and
TWDC prior to the Infoseek Special Meeting and the TWDC Special
Meeting, respectively. After the Merger, the Infoseek Common Stock
will cease from being quoted on the Nasdaq National Market and
registration of the Infoseek Common Stock will be terminated pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended. It is anticipated that the TWDC Internet Common Stock will be
listed on the New York Stock Exchange for trading. The Reorganization
Agreement and the Joint Press Release of The Walt Disney Company and
Infoseek Corporation, dated July 12, 1999, issued in connection with
approval of the Reorganization Agreement are filed as exhibits to
TWDC's Current Report on Form 8-K filed July 12, 1999 and are
incorporated herein by reference.
The foregoing description of the Reorganization Agreement is qualified
in its entirety by reference to the text of such agreement.
The purpose of the Filing Persons' purchase of shares of Infoseek
Common Stock pursuant to the Maintenance Rights Agreement is to
maintain TWDC's percentage ownership in Infoseek.
Item 5. Interest In Securities Of The Issuer.
------------------------------------
(a) and
(b) Pursuant to the Support Agreements, TWDC has the power to direct the
vote, in connection with the Merger and related matters, of an
aggregate of 5,444,855 shares of Infoseek Common Stock, representing
approximately 9% of the issued and outstanding shares of Infoseek
Common Stock as of June 30, 1999. The Support Agreements will apply to
shares of Infoseek Common Stock that may be acquired after the date of
such agreements by the Principal Stockholders, including shares of
Infoseek Common Stock issuable upon exercise of options to purchase
Infoseek Common Stock.
Upon the consummation of the Filing Persons' purchase of shares of
Infoseek Common Stock pursuant to the Maintenance Rights Agreement,
(i) TWDC will have the sole power to vote and dispose of an
additional 30,218 shares of Infoseek Common Stock, representing less
than 0.1% of the issued and outstanding shares of Infoseek Common
Stock as of June 30, 1999 and (ii) TWDC and DEI will have the shared
power to vote and dispose of an additional 268,964 shares of Infoseek
Common Stock, representing approximately 0.4% of the issued and
outstanding shares of Infoseek Commmon Stock as of June 30, 1999.
<PAGE>
- ------------------------ ------------------------
CUSSIP No. 45678M107 13D Page 7 of 9 Pages
- ------------------------ ------------------------
(c) The responses set forth in Item 4 are incorporated herein.
(d) The Principal Stockholders shall have the right to receive, pro rata,
based on their percentage ownership of the Subject Shares, dividends,
if any, and the proceeds from any sale of the Infoseek Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect
---------------------------------------------------------------------
To Securities Of The Issuer.
---------------------------
The responses set forth in Item 3, Item 4 and Item 5 are
incorporated herein.
Pursuant to the Support Agreements, each Principal Stockholder has
agreed to vote all Subject Shares owned by such persons at any meeting
of the stockholders of Infoseek called upon to vote upon the Merger
and the Reorganization Agreement or at any adjournment thereof or in
any other circumstances upon which a vote, consent or other approval
(including written consent) with respect to the Merger and the
Reorganization Agreement is sought, (1) in favor of the Merger, the
approval and adoption by Infoseek of the Reorganization Agreement and
the approval of the other transactions contemplated by the
Reorganization Agreement and (2) against (x) any merger agreement or
merger (other than the Merger and the Reorganization Agreement),
consolidation, combination, sale of substantially all of Infoseek's
assets, sale or issuance of securities of Infoseek or its
subsidiaries, reorganization, joint venture, recapitalization,
dissolution, liquidation or winding up of or by Infoseek or its
subsidiaries and (y) any amendment of Infoseek's Certificate of
Incorporation or by-laws or other proposal or transaction involving
Infoseek or any of its subsidiaries which amendment or other proposal
or transaction would or could reasonably be expected to impede,
frustrate, prevent, nullify or result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
Infoseek under or with respect to, the Merger, the Reorganization
Agreement or any of the transactions contemplated by the
Reorganization Agreement or the Support Agreements.
Each Principal Stockholder has also agreed, until the earlier of (i)
the effectiveness of the Merger, (ii) 180 days from the date of the
Support Agreements and (iii) the termination of the Reorganization
Agreement other than pursuant to Section 8.1(h) thereof, among other
things, not to, directly or indirectly, with respect to the Subject
Shares owned by such Principal
<PAGE>
- ------------------------ ------------------------
CUSSIP No. 45678M107 13D Page 8 of 9 Pages
- ------------------------ ------------------------
Stockholder, except as contemplated by the Support Agreements, grant
any proxies or powers of attorney with respect to the Subject Shares,
deposit the Subject Shares into a voting trust or enter into a voting
agreement with respect to the Subject Shares. In addition, pursuant to
the Support Agreement between TWDC and Mr. Kirsch, Mr. Kirsch has also
agreed, until the earlier of (i) the effectiveness of the Merger, (ii)
180 days from the date of the Support Agreements and (iii) the
termination of the Reorganization Agreement other than pursuant to
Section 8.1(h) thereof, among other things, not to, directly or
indirectly, with respect to the Subject Shares owned by him, transfer,
sell or otherwise dispose of any Subject Shares other than pursuant to
the terms of the Letter Agreement (as defined in the Support
Agreement) between TWDC and Mr. Kirsch.
The foregoing description of the Support Agreements is qualified in
its entirety by reference to the text of such agreements, which are
filed as exhibits to this Schedule 13D and are incorporated by
reference herein.
In addition, pursuant to the terms of the Reorganization Agreement,
and in connection with the transactions contemplated by the
Reorganization Agreement and the Support Agreements, Infoseek has
(with the approval of the Disinterested Directors) waived the
standstill obligations of TWDC and DEI under Section 2.1 of the
Governance Agreement dated as of June 18, 1998 among Infoseek, TWDC
and DEI.
Item 7. Material To Be Filed As Exhibit.
-------------------------------
(a) Joint Press Release of The Walt Disney Company and Infoseek
Corporation dated July 12, 1999 (incorporated by reference to TWDC's
Current Report on Form 8-K filed on July 12, 1999).
(b) Agreement and Plan of Reorganization, dated as of July 10, 1999, by
and among Infoseek Corporation, The Walt Disney Company and Bingo
Acquisition Corp. (incorporated by reference to TWDC's Current Report
on Form 8-K filed on July 12, 1999).
(c) Support Agreement dated July 10, 1999 between TWDC and Steven T.
Kirsch.
(d) Support Agreement dated July 10, 1999 between TWDC and Andrew E.
Newton.
(e) Maintenance Rights Agreement dated as of July 10, 1999 between TWDC
and Infoseek Corporation.
<PAGE>
- ------------------------ ------------------------
CUSSIP No. 45678M107 13D Page 9 of 9 Pages
- ------------------------ ------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
THE WALT DISNEY COMPANY
By: /s/ Thomas O. Staggs
--------------------
Thomas O. Staggs
Executive Vice President
and Chief Financial Officer
DISNEY ENTERPRISES, INC.
By: /s/ Thomas O. Staggs
--------------------
Thomas O. Staggs
Executive Vice President
Dated: July 14, 1999
<PAGE>
EXHIBIT (7)(c)
Support Agreement
THIS SUPPORT AGREEMENT (this "Agreement") is made as of July 10, 1999,
by and between The Walt Disney Company, a Delaware corporation ("Parent"), and
the individual listed on the signature page hereto (the "Stockholder").
WHEREAS, Infoseek Corporation, a Delaware corporation (the "Company"),
Parent and Bingo Acquisition Corp., a Delaware corporation and wholly owned,
direct subsidiary of Parent (the "Acquisition Company"), have entered into an
Agreement and Plan of Reorganization, dated as of the date hereof (as the same
may be amended or supplemented, the "Reorganization Agreement"; capitalized
terms used but not defined herein shall have the meanings set forth in the
Reorganization Agreement) providing for the merger of the Acquisition Company
with and into the Company (the "Merger"), upon the terms and subject to the
conditions set forth in the Reorganization Agreement;
WHEREAS, as of the date hereof, the Stockholder beneficially owns the
number of shares of common stock, par value $.001 per share ("Company Common
Stock"), of the Company set forth opposite his name on Schedule A attached
hereto (such shares of Company Common Stock, together with any other shares of
capital stock of the Company acquired (excluding any shares disposed of pursuant
to the terms of that certain Letter Agreement, dated as of June 18, 1998 (the
"Letter Agreement"), by and between Parent and the Stockholder) by the
Stockholder after the date hereof and during the term of this Agreement, being
collectively referred to herein as the "Subject Shares"); and
WHEREAS, as a condition to its willingness to enter into the
Reorganization Agreement, Parent has requested that the Stockholder enter into
this Agreement pursuant to which the Stockholder shall, among other things, vote
in favor of the Merger.
NOW, THEREFORE, to induce Parent to enter into, and in consideration of
its entering into, the Reorganization Agreement, and in consideration of the
promises and the representations, warranties and agreements contained herein,
the parties agree as follows:
1. Representations and Warranties of Stockholder. The Stockholder
hereby represents and warrants to Parent as of the date hereof in respect of
himself as follows:
(a) Authority. The Stockholder has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Stockholder
and constitutes a valid and binding obligation of the Stockholder in accordance
with its terms. Except for the expiration or termination of the waiting periods
under the HSR Act and informational filings with the SEC, the execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not, (i) conflict
with, result in any violation of, or constitute (with or without notice of lapse
of time or both) default under, any provision of any material trust agreement,
loan or credit agreement, bond, note, mortgage, indenture, lease or other
contract, agreement, obligation, commitment, arrangement, understanding,
instrument,
<PAGE>
permit, concession, franchise or license, statute, law, ordinance, rule,
regulation, judgment, order, notice or decree applicable to the Stockholder or
to any of the Stockholder's property or assets, (ii) require any filing with, or
permit, authorization, consent or approval of, any federal, state or local
government or any court, tribunal, administrative agency or commission or other
governmental or regulatory authority or agency, domestic or foreign or (iii)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to the Stockholder or any of the Stockholder's properties or assets,
including the Subject Shares. If the Stockholder is married, and the
Stockholder's Subject Shares constitute community property or otherwise need
spousal or other approval for this Agreement to be legal, valid and binding,
this Agreement has been duly executed and delivered by, and constitutes a valid
and binding agreement of, the Stockholder's spouse, enforceable against such
spouse in accordance with its terms. No trust of which the Stockholder is a
trustee requires the consent of any beneficiary to the execution and delivery of
this Agreement or to the consummation the transactions contemplated hereby.
(b) The Subject Shares. The Stockholder is the beneficial owner of, and
on or prior to the date hereof will be the record owner of, or is trustee of a
trust that is the record holder of, and whose beneficiaries are the beneficial
owners of, and has good and marketable title to, the Subject Shares set forth
opposite his name on Schedule A attached hereto, free and clear of any Liens (as
defined in the Reorganization Agreement) whatsoever. The Stockholder does not
own, of record or beneficially, any shares of capital stock of the Company other
than the Subject Shares set forth opposite his name on Schedule A attached
hereto. The Stockholder has the sole right to vote such Subject Shares, and none
of such Subject Shares is subject to any voting trust or other agreement,
arrangement or restriction with respect to the voting of such Subject Shares,
except as contemplated by this Agreement.
2. Representations and Warranties of Parent. Parent hereby represents
and warrants to the Stockholder that Parent has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by Parent and constitutes a valid and binding obligation of Parent
enforceable against Parent in accordance with its terms. Except for the
expiration or termination of the waiting periods under the HSR Act and
informational filings with the SEC, the execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, result in any
violation of, or constitute (with or without notice or lapse of time or both)
default under, any provisions of the Certificate of Incorporation, as amended,
or Bylaws of Parent or any material trust agreement, loan or credit agreement,
bond, note, mortgage, indenture, lease or other contract, agreement, obligation,
commitment, arrangement, understanding, instrument, permit, concession,
franchise or license or any statute, law, ordinance, rule, regulation, judgment,
order, notice or decree applicable to Parent or any of Parent's property or
assets.
3. Covenants of Stockholder with Respect to the Merger and any
Competing Transaction. Subject to Section 6, the Stockholder agrees as follows:
2
<PAGE>
(a) Without in any way limiting the Stockholder's right to vote the
Subject Shares in his sole discretion on any other matters that may be submitted
to a stockholder vote, consent or other approval (including by written consent),
at any meeting of the stockholders of the Company called upon to vote upon the
Merger and the Reorganization Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including
written consent) with respect to the Merger and the Reorganization Agreement is
sought, the Stockholder shall vote (or cause to be voted) the Subject Shares
(which shares may be greater or less than the number of shares as of the date
hereof):
(i) in favor of the Merger, the approval and adoption by the Company
of the Reorganization Agreement and approval of the other
transactions contemplated by the Reorganization Agreement; and
(ii) against (A) any merger agreement or merger (other than the Merger
and the Reorganization Agreement), consolidation, combination,
sale of substantially all of the Company's assets, sale or
issuance of securities of the Company or its subsidiaries,
reorganization, joint venture, recapitalization, dissolution,
liquidation or winding up of or by the Company or its
subsidiaries and (B) any amendment of the Company's Certificate
of Incorporation or Bylaws or other proposal or transaction
involving the Company or any of its subsidiaries which amendment
or other proposal or transaction would or could reasonably be
expected to impede, frustrate, prevent, nullify or result in a
breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under or with respect to,
the Merger, the Reorganization Agreement or any of the
transactions contemplated by the Reorganization Agreement or by
this Agreement.
(b) The Stockholder shall not, except as contemplated by this
Agreement, directly or indirectly, grant any proxies or powers of attorney with
respect to the Subject Shares, deposit the Subject Shares into a voting trust or
enter into a voting agreement with respect to the Subject Shares.
(c) The Stockholder, and any beneficiary of a revocable trust for
which the Stockholder serves as trustee, shall not take any action to revoke or
terminate such trust or take any other action which would restrict, limit or
frustrate the Stockholder's right to vote the Subject Shares on behalf of such
trust in accordance with this Agreement.
(d) Subject to Section 6 and except as provided in the Letter
Agreement, the Stockholder shall not transfer, sell or otherwise dispose of any
Subject Shares.
4. Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Subject Shares and shall be binding
upon any person or entity to which legal or beneficial ownership of such Subject
Shares shall pass,
3
<PAGE>
whether by operation of law or otherwise, including the Stockholder's
successors. In the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital structure of the
Company affecting the Company Common Stock, or the acquisition of additional
shares of Company Common Stock or other voting securities of the Company by the
Stockholder, the number of Subject Shares listed in Schedule A beside the name
of the Stockholder shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Company Common
Stock or other voting securities of the Company issued to or acquired by the
Stockholder; provided, however, that the obligations hereunder shall not attach
to any such shares disposed of pursuant to the terms of the Letter Agreement.
5. Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by the Stockholder, on the one hand,
without the prior written consent of Parent nor by Parent, on the other hand,
without the prior written consent of the Stockholder, except that Parent may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to any direct or indirect wholly owned subsidiary of
Parent. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.
6. Termination. This Agreement shall terminate, and the provisions
hereof shall be of no further force or effect, upon the earlier of (i) 180 days
from the date of this Agreement, (ii) effectiveness of the Merger or (iii)
termination of the Reorganization Agreement other than pursuant to Section
8.1(h) of the Reorganization Agreement.
7. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Notice. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of delivery)
to Parent in accordance with Section 9.1 of the Reorganization Agreement and to
the Stockholder at his address set forth on the Company's stock ledger (or at
such other address for a party as shall be specified by like notice).
(c) Interpretation. When a reference is made in this Agreement to a
Section or Schedule, such reference shall be to a Section of or Schedule to this
Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall
4
<PAGE>
become effective when one or more of the counterparts have been signed by each
of the parties and delivered to the other parties.
(e) Entire Agreement; No Third Party Beneficiaries. This Agreement
(i) constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof (provided that this Agreement shall in no way alter or
otherwise modify the Letter Agreement) and (ii) is not intended to confer upon
any person other than the parties hereto any rights or remedies hereunder.
(f) Governing Law. This Agreement shall be governed by, and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
8. Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunctive relief
to prevent any breach of this Agreement. The parties hereto expressly agree that
in any action arising from of any breach of this Agreement, the harmed party
shall first seek injunctive relief to prevent such breach; provided, however,
that in the event no injunctive relief is available or if such injunctive relief
is insufficient to remedy such breach, then the harmed party may seek any other
remedy to which it is entitled at law or in equity. Without limiting the
generality of the foregoing, the parties hereto expressly agree that the
obligations of the Stockholder set forth in Section 3 hereof shall be subject to
the foregoing provisions of this Section 8.
9. Public Announcements. Except as required by law, the Stockholder
shall not issue any press release or other public statement with respect to the
transactions contemplated by this Agreement and the Reorganization Agreement
without the prior written consent of Parent.
10. Severability. In the event that any provision of this Agreement
or the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement shall continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as to effect
the intent of the parties hereto. The parties further agree to replace such void
or unenforceable provision of this Agreement with valid and enforceable
provision that will achieve, to the fullest extent possible, the original intent
of the parties.
* * * * *
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
PARENT COMPANY
By: /s/ Thomas O. Staggs
-----------------------------
Name: Thomas O. Staggs
Title: Executive Vice-President
and Chief Financial Officer
STOCKHOLDER
By: /s/ Steven T. Kirsch
------------------------
Name: Steven T. Kirsch
6
<PAGE>
SCHEDULE A
Schedule of Share Ownership
Steven T. Kirsch Approximately 5,498,334
<PAGE>
EXHIBIT (7)(d)
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this "Agreement") is made as of July 10,
1999, by and between Parent Company, a Delaware corporation ("Parent"), and
Andrew E. Newton (the "Stockholder").
WHEREAS, Infoseek Corporation, a Delaware corporation (the
"Company"), Parent and Bingo Acquisition Company, a Delaware corporation (the
"Acquisition Company"), have entered into an Agreement and Plan of
Reorganization, dated as of the date hereof (as the same may be amended or
supplemented, the "Reorganization Agreement") providing for the merger of the
Acquisition Company with and into the Company (the "Merger"), upon the terms and
subject to the conditions set forth in the Reorganization Agreement;
WHEREAS, as of the date hereof, the Stockholder beneficially owns
the number of shares of common stock, par value $.001 per share ("Company Common
Stock"), of the Company set forth opposite his name on Schedule A attached
hereto (such shares of Company Common Stock, together with any other shares of
capital stock of the Company acquired (but excluding any shares disposed of
through any sale to a bona fide third party purchaser) by the Stockholder after
the date hereof and during the term of this Agreement, being collectively
referred to herein as the "Subject Shares"); and
WHEREAS, as a condition to its willingness to enter into the
Reorganization Agreement, Parent has requested that the Stockholder enter into
this Agreement pursuant to which the Stockholder shall, among other things, vote
in favor of the Merger.
NOW, THEREFORE, to induce Parent to enter into, and in consideration
of its entering into, the Reorganization Agreement, and in consideration of the
promises and the representations, warranties and agreements contained herein,
the parties agree as follows:
1. Representations and Warranties of Stockholder. The Stockholder
hereby represents and warrants to Parent as follows:
(a) Authority; No Conflict. The Stockholder has all requisite
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Stockholder and constitutes a valid and binding obligation of
the Stockholder enforceable against the Stockholder in accordance with its
terms. The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, result in any violation of, or constitute
(with or without notice of lapse of time or both) default under, any provision
of any material trust agreement, loan or credit agreement, bond, note, mortgage,
indenture, lease or other contract, agreement, obligation, commitment,
arrangement, understanding, instrument, permit, concession, franchise or license
or any statute, law, ordinance, rule, regulation, judgment, order, notice or
decree applicable to the Stockholder or to any of the Stockholder's property or
assets.
<PAGE>
(b) The Subject Shares. The Stockholder is the record and beneficial
owner of, and has good and marketable title to, the Subject Shares, free and
clear of any Liens (as defined in the Reorganization Agreement) whatsoever. The
Stockholder does not own, of record or beneficially, any shares of capital stock
of the Company other than the Subject Shares set forth opposite his name on
Schedule A attached hereto. The Stockholder has the sole right to vote such
Subject Shares, and none of such Subject Shares is subject to any voting trust
or other agreement, arrangement or restriction with respect to the voting of
such Subject Shares, except as contemplated by this Agreement.
2. Representations and Warranties of Parent. Parent hereby represents
and warrants to the Stockholder that Parent has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed and
delivered by Parent and constitutes a valid and binding obligation of Parent
enforceable against Parent in accordance with its terms. The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated hereby and compliance with the terms hereof will not, conflict
with, result in any violation of, or constitute (with or without notice or lapse
of time or both) default under, any provisions of the Certificate of
Incorporation, as amended, or Bylaws of Parent or any material trust agreement,
loan or credit agreement, bond, note, mortgage, indenture, lease or other
contract, agreement, obligation, commitment, arrangement, understanding,
instrument, permit, concession, franchise or license or any statute, law,
ordinance, rule, regulation, judgment, order, notice or decree applicable to
Parent or any of Parent's property or assets.
3. Covenants of Stockholder. Subject to Section 6, the Stockholder
agrees as follows:
(a) Without in any way limiting the Stockholder's right to vote the
Subject Shares in his sole discretion on any other matters that may be submitted
to a stockholder vote, consent or other approval (including by written consent),
at any meeting of the stockholders of the Company called upon to vote upon the
Merger and the Reorganization Agreement or at any adjournment thereof or in any
other circumstances upon which a vote, consent or other approval (including
written consent) with respect to the Merger and the Reorganization Agreement is
sought, the Stockholder shall vote (or cause to be voted) the Subject Shares
(which number of shares may be greater or less than the number of shares as of
the date hereof):
(i) in favor of the Merger, the approval and adoption by the
Company of the Reorganization Agreement and approval of the
other transactions contemplated by the Reorganization
Agreement; and
(ii) against (A) any merger agreement or merger (other than the
Merger and the Reorganization Agreement), consolidation,
combination, sale of substantially all of the Company's assets,
sale or issuance of securities of the Company or its
subsidiaries, reorganization, joint venture, recapitalization,
dissolution, liquidation or winding up of or by the Company or
its subsidiaries and (B) any amendment of the Company's
2
<PAGE>
Certificate of Incorporation or Bylaws or other proposal or
transaction involving the Company or any of its subsidiaries
which amendment or other proposal or transaction would or could
reasonably be expected to impede, frustrate, prevent, nullify or
result in a breach of any covenant, representation or warranty or
any other obligation or agreement of the Company under or with
respect to, the Merger, the Reorganization Agreement or any of
the transactions contemplated by the Reorganization Agreement or
by this Agreement.
(b) The Stockholder shall not, except as contemplated by this
Agreement, directly or indirectly, grant any proxies or powers of attorney with
respect to the Subject Shares, deposit the Subject Shares into a voting trust or
enter into a voting agreement with respect to the Subject Shares.
4. Certain Events. The Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Subject Shares and shall be binding
upon any person or entity (excluding any bona fide third party purchaser of
Subject Shares) to which legal or beneficial ownership of such Subject Shares
shall pass, whether by operation of law or otherwise, including the
Stockholder's successors. In the event of (a) any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Company Common Stock, or the acquisition
of additional shares of Company Common Stock or other voting securities of the
Company by the Stockholder or (b) any disposition of shares of Company Common
Stock or other voting securities of the Company by the Stockholder pursuant to
the terms hereof, the number of Subject Shares listed in Schedule A beside the
name of the Stockholder shall be adjusted appropriately and this Agreement and
the obligations hereunder shall attach to any additional or decreased shares of
Company Common Stock or other voting securities of the Company issued to or
acquired or disposed of by the Stockholder; provided, however, that the
obligations hereunder shall not attach to any such shares disposed of through a
sale to any bona fide third party purchaser thereof. Notwithstanding anything in
this Agreement to the contrary, Parent acknowledges and agrees that the
Stockholder may sell any or all of the Subject Shares at any time after the date
of this Agreement.
5. Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by the Stockholder, on the one hand,
without the prior written consent of Parent nor by Parent, on the other hand,
without the prior written consent of the Stockholder, except that Parent may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to any direct or indirect wholly owned subsidiary of
Parent. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.
6. Termination. This Agreement shall terminate, and the provisions
hereof shall be of no further force or effect, upon the earlier of (i) 180 days
from the date of this Agreement, (ii) effectiveness of the Merger or (iii)
termination of the Reorganization Agreement other than pursuant to Section
8.1(h) of the Reorganization Agreement.
3
<PAGE>
7. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Notice. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or sent by overnight courier (providing proof of delivery)
to Parent in accordance with Section 9.1 of the Reorganization Agreement and to
the Stockholder at his address set forth on the Company's stock ledger (or at
such other address for a party as shall be specified by like notice).
(c) Interpretation. When a reference is made in this Agreement to a
Section or Schedule, such reference shall be to a Section of or Schedule to this
Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each of the parties and delivered to the other parties.
(e) Entire Agreement; No Third Party Beneficiaries. This Agreement
(i) constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and (ii) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(f) Governing Law. This Agreement shall be governed by, and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law thereof.
8. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, this being in addition to any other
remedy to which they are entitled at law or in equity. Without limiting the
generality of the foregoing, the parties hereto expressly agree that the
obligations of the Stockholder set forth in Section 3 hereof shall be subject to
the foregoing provisions of this Section 8.
9. Public Announcements. Except as required by law, the Stockholder
shall not issue any press release or other public statement with respect to the
transactions contemplated by this Agreement and the Reorganization Agreement
without the prior written consent of Parent.
4
<PAGE>
10. Severability. In the event that any provision of this Agreement or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement shall continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as to effect
the intent of the parties hereto. The parties further agree to replace such void
or unenforceable provision of this Agreement with valid and enforceable
provision that will achieve, to the fullest extent possible, the original intent
of the parties.
* * * * *
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
PARENT COMPANY
By: /s/ Thomas O. Staggs
----------------------------------
Name: Thomas O. Staggs
Title: Executive Vice-President
and Chief Financial Officer
STOCKHOLDER
By: /s/ Andrew E. Newton
----------------------------------
Name: Andrew E. Newton
6
<PAGE>
SCHEDULE A
Schedule of Share Ownership
Andrew E. Newton 456,000 Shares
<PAGE>
EXHIBIT (7)(e)
THE WALT DISNEY COMPANY
July 10, 1999
Infoseek Corporation
1399 Moffett Park Drive
Sunnyvale, California 94089
Attention: Harry M. Motro
- --------- President and Chief Executive Officer
Maintenance Rights
------------------
Gentlemen:
We refer to our letters dated January 25, 1999 and February 1, 1999, with
respect to certain maintenance rights held by The Walt Disney Company ("Disney")
and Disney Enterprises, Inc. ("DEI" and together with Disney, "Disney") pursuant
to the terms of the Governance Agreement dated June 18, 1998 among Disney,
Disney Enterprises, Inc. and Infoseek Corporation ("Infoseek") (the "Governance
Agreement").
Based upon our recent conversations with respect to the issuances of common
stock, warrants and common stock purchase rights referred to in the
above-mentioned letters, and in light of our execution and delivery,
concurrently herewith, of the Agreement and Plan of Reorganization, dated as of
the date hereof (the "Reorganization Agreement"), we hereby confirm our
agreement as follows:
(a) Disney hereby confirms that it is exercising its maintenance
rights pursuant to Section 3.1(c)(ii) of the Governance
Agreement with respect to an aggregate of 299,182 shares of
common stock of Infoseek (the "Shares") at a purchase price
of $40.78 per share, for an aggregate purchase price of
$12,201,016, representing Disney's Pro Rata Portion (as such
term is defined in the Governance Agreement) of the shares
of Infoseek common stock issued in connection with the
Quando transaction. The purchase and sale of the Shares
shall take place at Infoseek's principal offices at 10:00
a.m. on the later of: (i) five (5) days from the date hereof
or (ii) the third business day following the expiration of
all waiting periods
<PAGE>
Infoseek Corporation
July 10, 1999
Page 2
imposed on such period by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
(b) Disney hereby confirms, subject to the provisions of the
penultimate paragraph of this letter agreement, that it is
waiving its maintenance right with respect to the warrants
issued in connection with the Quando transaction.
(c) Disney hereby confirms, subject to the provisions of the
penultimate paragraph of this letter agreement, that it is
also waiving its maintenance right under Section 3.1(d)(ii)
of the Governance Agreement with respect to the acquisition
of warrants pertaining to the stock options and employee
stock purchase rights issued under Infoseek's employee plans
during the six-month period ended December 18, 1998, and is
further waiving its maintenance right with respect to stock
options and employee stock purchase rights issued under
Infoseek's employee plans during each subsequent six-month
period completed prior to the termination of the
Reorganization Agreement or the consummation of the
transactions contemplated thereby.
Notwithstanding the foregoing, Disney and Infoseek agree that, in the event that
the transactions contemplated by the Reorganization Agreement are not
consummated, for any reason whatsoever, Disney's maintenance rights described in
paragraphs (b) and (c) above shall be reinstated in full, and Disney shall have
the right to proceed with the exercise of any or all of such rights in
accordance with the terms of the Governance Agreement as if the waivers set
forth herein had not been made. Accordingly, the procedure for determining the
Warrant Price (as defined in the Governance Agreement) with respect to the
respective warrants described in subparagraphs (b) and (c) above are as set
forth in Section 3.1(a)(ii) of the Governance Agreement.
<PAGE>
Infoseek Corporation
July 10, 1999
Page 3
If the foregoing correctly expresses our agreement with respect to the matters
set forth herein, please confirm our agreement in the space indicated below.
Very truly yours,
THE WALT DISNEY COMPANY
By: /s/ Thomas O. Staggs
-----------------------------------
Name: Thomas O. Staggs
Title: Executive Vice-President
and Chief Financial Officer
Agreed and accepted as of
the date first above written
INFOSEEK CORPORATION
By: /s/ Harry M. Motro
-----------------------------------
Name: Harry M. Motro
Title: President and
Chief Executive Officer
