UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GEMSTAR INTERNATIONAL GROUP LIMITED
(Name of Issuer)
Ordinary Shares, par value $.01 per share
(Title or Class of Securities)
G-3788-V106
(CUSIP Number)
Philippe Andrau
THOMSON multimedia S.A.
46 Quai A. LeGallo
92100 Boulogne
FRANCE
331-4126-5174
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Page 1 of 22
<PAGE>
CUSIP No. G-3788-V106
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
THOMSON multimedia S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER.................................None
8. SHARED VOTING POWER.........................12,307,464
9. SOLE DISPOSITIVE POWER............................None
10. SHARED DISPOSITIVE POWER....................12,307,464
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,307,464
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.1%
14. TYPE OF REPORTING PERSON
CO
Page 2 of 22
<PAGE>
CUSIP No. G-3788-V106
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Thomson S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER.................................None
8. SHARED VOTING POWER.........................12,307,464
9. SOLE DISPOSITIVE POWER............................None
10. SHARED DISPOSITIVE POWER....................12,307,464
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,307,464
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.1%
14. TYPE OF REPORTING PERSON
CO
Page 3 of 22
<PAGE>
SCHEDULE 13D
AMENDMENT NO. 1
The following information updates and revises the material contained in
the original Schedule 13D report, filed April 23, 1998 (the "Original 13D") by
THOMSON multimedia S.A., a French societe anonyme (the "Company"), relating to
the voting Ordinary Shares, par value $.01 per share (the "Ordinary Shares"), of
Gemstar International Group Limited, a British Virgin Islands corporation
("Gemstar").
Item 1. Security and Issuer.
This Schedule 13D relates to the Ordinary Shares of Gemstar, with
principal executive offices located at 135 North Los Robles Avenue, Suite 800,
Pasadena, California 91101.
Item 2. Identity and Background.
This Schedule 13D is being filed jointly by the Company and Thomson
S.A., a French societe anonyme. The Company's principal business involves the
manufacture and distribution of consumer electronics products. The Company is
organized under the laws of France and has its principal executive offices at 46
Quai A. Le Gallo, 92100 Boulogne, France. The Company is a wholly-owned
subsidiary of Thomson S.A.
Thomson S.A.'s principal executive offices are at 173 Boulevard
Haussmann 75008 Paris, France. Thomson S.A. principally acts as a holding
company for the French government. All of the outstanding shares of Thomson S.A.
are owned by the French government.
Schedules A, B, C and D respectively, attached hereto and incorporated
herein by reference, set forth the name, business address, present principal
occupation or employment of the executive officers and directors of the Company
and Thomson S.A. and the name, principal business and address of any company or
organization in which such employment is carried on, and the citizenship of each
director, executive officer and controlling person of the Company and Thomson
S.A.
During the last five years, none of the Company, Thomson S.A. or any of
the persons named on the attached Schedules A, B, C or D has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person 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 violation with respect to such laws.
Page 4 of 22
<PAGE>
Item 3. Sources and Amount of Funds or Other Consideration.
2,020,666 Ordinary Shares were acquired by the Company as a result of
the merger of Starsight Telecast, Inc. ("Starsight"), in which the Company held
shares, with a subsidiary of Gemstar on May 8, 1997 (the "Merger"). At the time
of the Merger, the Company also held two warrants to purchase Starsight shares
which were converted into warrants to purchase Ordinary Shares as a result of
the Merger. Each warrant entitled the Company to purchase an additional 606,200
Ordinary Shares, the first at a purchase price of $12.30 per share and the
second at a purchase price of $16.50 per share.
On February 12, 1998, the Company purchased 600,000 Ordinary Shares
from Viacom International Inc. ("Viacom") at an aggregate price of $19,200,000
(equal to $32.00 per Ordinary Share) pursuant to a Letter Agreement dated
February 7, 1998, between the Company and Viacom (the "Letter Agreement"). The
purchase was consummated using the Company's general corporate funds.
Item 4. Purposes of Transaction.
The shares reported were acquired in connection with the Merger and the
transaction described in Item 3 and are held for investment purposes.
On October 4, 1999, Gemstar, TV Guide, Inc., a Delaware corporation
("TV Guide") , and G Acquisition Subsidiary Corp., a Delaware corporation
("Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which upon consummation of the transactions contemplated therein, TV
Guide will become a wholly owned subsidiary of Gemstar. Concurrently with the
execution of the Merger Agreement, the Company entered into an agreement (the
"Voting Agreement") pursuant to which the Company agreed to vote its shares in
favor of the transactions contemplated by the Merger Agreement (including the
issuance of Gemstar's Ordinary Shares in connection with the Merger and the
redomestication of Gemstar from the British Virgin Islands to the State of
Delaware) and against any inconsistent proposals or transactions. In addition,
the Company granted an irrevocable proxy to certain officers of TV Guide and
appointed such officers as its attorney-in-fact to vote all the shares
beneficially owned by the Company in accordance with the provisions of the
Voting Agreement. The Voting Agreement is attached hereto as Exhibit 99.1.
Although the Company may, from time to time, purchase and sell Ordinary
Shares in public or private transactions, other than as described above and as
contemplated by the Voting Agreement, neither the Company or Thomson S.A. has
present plans or proposals which may relate to or would result in (a) the
acquisition or disposition of additional securities of Gemstar; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Gemstar or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of Gemstar or any of its subsidiaries;
(d) any change in the present Board of Directors or management of Gemstar,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board; (e) any material change in the present
capitalization or dividend policy of Gemstar; (f) any other material change in
Gemstar's business or corporate
Page 5 of 22
<PAGE>
structure; (g) changes in Gemstar's charter, by- laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Gemstar by any person; (h) causing a class of securities of Gemstar
to be delisted from a national securities exchange or to cease 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 Gemstar becoming
eligible for termination of a registration pursuant to section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action similar to any of
those enumerated above.
Item 5. Interest in Securities of the Issuer.
The Company beneficially owns 12,307,464 Ordinary Shares, which
represent approximately 6.1% of the Ordinary Shares of Gemstar outstanding on
September 30, 1999, as reported on Gemstar's Form 10-Q report for the quarter
ended as of September 30, 1999, with this number of Ordinary Shares outstanding
adjusted for Gemstar's two-for-one stock split paid in December 1999. On January
30, 1998, the Company agreed to the cancellation of the first of the two
warrants to purchase 606,200 Ordinary Shares in exchange for a payment from
Gemstar of $12,807,700 or $21.13 per Ordinary Share. In January 1999, the
Company exercised the remaining warrant for 606,200 Ordinary Shares, paying
Gemstar $10,002,300 or $16.50 per Ordinary Share. In April and May of 1999, the
Company sold Ordinary Shares of Gemstar in open market transactions on the New
York Stock Exchange as follows:
Number of Ordinary Price per
Date of Sale Shares Sold Ordinary Share
- ---------------- ------------------ --------------
April 22, 1999 5,000 $102.1250
April 23, 1999 45,000 100.6000
April 26, 1999 50,000 110.0000
April 27, 1999 25,000 120.5375
May 6, 1999 15,000 125.1000
May 12, 1999 10,000 125.0000
In April 1999, Gemstar's Board of Directors approved a two-for-one
stock split in the form of a stock dividend which was paid in May 1999 to
shareholders of record as of May 14, 1999.
In November 1999, Gemstar's Board of Directors approved a second
two-for-one stock split in the form of a stock dividend which was paid in
December 1999 to shareholders of record as of November 29, 1999.
Page 6 of 22
<PAGE>
The Company shares voting and investment power with respect to all
shares reported with Thomson S.A. as the Company's majority shareholder. Thomson
S.A., as the majority shareholder of the Company, may be deemed to be the
beneficial owner of all of the Ordinary Shares owned by the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Company entered into the Voting Agreement on October 3, 1999.
Item 7. Material to be Filed as Exhibits.
99.1 Voting Agreement dated October 3, 1999 between TV Guide, Inc.
and THOMSON multimedia S.A.(The number of Ordinary Shares
beneficially owned by the Company as stated on Schedule 1 to
the Voting Agreement does not reflect the sale of 150,000
Ordinary Shares by the Company in April and May of 1999 or
the two-for-one stock split paid in December 1999.)
99.2 Agreement relating to filing of joint statements as required
by Rule 13d-1(k).
Page 7 of 22
<PAGE>
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.
Date: February 7, 2000
THOMSON MULTIMEDIA S.A.
By:/s/ Jim Meyer
Jim Meyer
Senior Executive Vice
President
THOMSON S.A.
By:/s/ Patrice Maynial
Patrice Maynial
Corporate Secretary
Page 8 of 22
<PAGE>
SCHEDULE A
THOMSON MULTIMEDIA S.A.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL CITIZENSHIP
OCCUPATION OR
EMPLOYMENT (Reported positions
are with THOMSON multimedia S.A.)
<S> <C> <C> <C>
Thierry Breton 46 Quai A. LeGallo Chairman of the Board and French
92100 Boulogne Chief Executive Officer
France
Patrice Maynial 46 Quai A. LeGallo Senior Vice President, French
92100 Boulogne Corporate Secretary and
France Legal Counsel
Olivier Mallet 46 Quai A. LeGallo Senior Vice President of French
92100 Boulogne Finance
France
Olivier Barberot 46 Quai A. LeGallo Senior Vice President of French
92100 Boulogne Human Resources
France
Herve 46 Quai A. LeGallo Senior Vice President of French
Hannebicque 92100 Boulogne Entrepreneurship
France
Christophe 46 Quai A. LeGallo Senior Executive Vice French
Ripert 92100 Boulogne President of SBU Europe
France
Jim Meyer 10330 N. Meridian St. Senior Executive Vice American
Indianapolis, IN President of SBUs Americas,
USA Multimedia Products and
New Media Services
Alain Carlotti 1000 Toa Payoh North Executive Vice President of French
Singapore 31899 SBU Asia
Page 9 of 22
<PAGE>
Al Arras 10330 N. Meridian St. Executive Vice President of American
Indianapolis, IN SBU Audio and
USA Communications
Gilles Taldu 46 Quai A. LeGallo Executive Vice President of French
92100 Boulogne SBU Displays and Key
France Components
John Neville 46 Quai A. LeGallo Intellectual Property American
92100 Boulogne Coordination (Senior
France Executive Vice President)
Charles Dehelly 46 Quai A. LeGallo Senior Executive Vice French
92100 Boulogne President of Operations
France Coordination
Frank Dangeard 46 Quai A. LeGallo Senior Executive Vice French
92100 Boulogne President of Corporate
France Coordination
Michael O'Hara 10330 N. Meridian St. Senior Vice President of American
Indianapolis, IN SBU Americas
USA
Enrique 10330 N. Meridian St. Vice President of SBU Mexican
Rodriguez Indianapolis, IN Multimedia Products
USA
</TABLE>
Page 10 of 22
<PAGE>
SCHEDULE B
THOMSON MULTIMEDIA S.A.
DIRECTORS
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL CITIZENSHIP
OCCUPATION OR
EMPLOYMENT
<S> <C> <C> <C>
Thierry Breton 46 Quai A. LeGallo Chairman of the Board and French
92100 Boulogne Chief Executive Officer of
France THOMSON multimedia
S.A.
Emmanuel Le Bervil - 12 rue Section Head, French French
Caquot Villiot Department of Industry
Digitip 3
75572 Paris Cedex 12
France
Jacques-Louis 3, rue d'Anjou Professor Emeritus at French
Lions 75008 Paris College de France
France
Stephane Pallez 139 rue de Berry - Deputy Director, French French
Teledoc 227 Department of Treasury
75231 Paris Cedex 05
France
Marcel Roulet 11, rue d'Anjou Former Chairman and CEO French
75008 Paris of Thomson S.A., Former
France Chairman and CEO of
France Telecom
Frank Dangeard 46 Quai A. LeGallo Senior Executive Vice French
92100 Boulogne President of THOMSON
France multimedia S.A., Senior
Executive Vice President of
Thomson S.A.
Pierre Cabanes 173, Bd Haussmann Senior Executive Vice French
75008 Paris President of Thomson S.A.
France
Page 11 of 22
<PAGE>
Jacques 54 rue de la Boelie Secretary General, Alcatel French
Dunogue 75008 Paris S.A.
France
Eddy W. 2230 East Imperial Corporate Senior Vice American
Hartenstein Highway President of Hughes
El Sequndo, CA 90245 Electronics Corporation,
USA President of DIRECTV
Bernard Vergnes 92977 Paris Le Defense Chairman of Microsoft, French
Cedex, France Europe
Iwao Shinohara 7-1, Shiba 5-Chome Senior Vice President of Japanese
Minato-Ku Tokyo 108- NEC Corporation
01 - Japan
Gerard 46 Quai A. LeGallo General Manager, Europe French
Meymarian 92100 Boulogne TV Profit Center,
France THOMSON multimedia
S.A.
Jean de Rotalier 46 Quai A. LeGallo Sales Planning Manager of French
92100 Boulogne THOMSON multimedia
France S.A.
Catherine 46 Quai A. LeGallo Financial Controller of French
Cavallari 92100 Boulogne THOMSON multimedia
France S.A.
</TABLE>
Page 12 of 22
<PAGE>
SCHEDULE C
THOMSON S.A.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL CITIZENSHIP
OCCUPATION OR
EMPLOYMENT
<S> <C> <C> <C>
Thierry Breton 173 Boulevard Chairman and Chief French
Haussmann, 75008 Executive Officer of
Paris, France Thomson S.A.
Pierre Cabanes 173 Boulevard Senior Executive Vice French
Haussmann, 75008 President of Thomson S.A.
Paris, France
Frank Dangeard 46 Quai A. LeGallo Senior Executive Vice French
92100 Boulogne President of Thomson S.A.
France
Patrice Maynial 46 Quai A. LeGallo Corporate Secretary of French
92100 Boulogne Thomson S.A.
France
</TABLE>
Page 13 of 22
<PAGE>
SCHEDULE D
THOMSON S.A.
DIRECTORS
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL CITIZENSHIP
OCCUPATION OR
EMPLOYMENT
<S> <C> <C> <C>
Thierry Breton 46 Quai A. LeGallo Chairman of the Board and French
92100 Boulogne Chief Executive Officer of
France THOMSON multimedia
S.A.
Jean-Paul 26, Bd. Victor Adjoint au Delegue General French
Gillyboeuf 00460 Paris Armees pour l'Armement
France Delegation Generale pour
l'Armement (French
government)
Jean-Pierre 31/33 rue de la Directeur aupres du French
Noblanc Federation 75752 Paris, President de CEA Industrie,
Cedex 15 charge des Composants
France President du Conseil de
Surveillance de SGS-
THOMSON (Semiconductor
company)
Paul Hamon 17, Boulevard Gaston- Operateur for Thomson French
Birge Television Angers, a
BP 826 subsidiary of Thomson S.A.
49808 Anges Cedex
France
Serge Bourget 17, Boulevard Gaston- Analyste programmer, French
Birge Thomson Television Angers,
BP 826 a subsidiary of Thomson
49808 Anges Cedex S.A.
France
Page 14 of 22
<PAGE>
M. Didier Le Bervil - 12 rue Ministere De L'Economie, French
Bureau Villiot Des Finances Et De
DIGITIP 3 L'Industrie - Secretariat A
75572 Paris Cedex 12 L'Industrie (French
France Government)
M. Michel Colin 16, avenue de Saint- Tresoner Payeur General des French
Cloud Yvelines
78018 Versailles Cedex Tresorere Generale Des
France Yvelnes (French
Government)
M. Jerome Haas 139 rue de Bercy - Sous-Directeur au Service French
Teledoc 227 des Participations a la
75572 Paris Cedex 12 Direction du Tresor
France Ministere De L'Economie,
Des Finances Et De
L'Industrie (French
Government)
M. Guy de 139 rue de Berch - Chef de Service French
Monchy Teledoc 653 Direction de la Prevision
75572 Paris Cedex 12 Ministere De L'Economie,
France Des Finances Et De
L'Industrie (French
Government)
M. Marc Tessier 7 Esplanada Henri de President de FRANCE French
France Television (television
75907 Paris Cedex 165 broadcasting company)
France
M. Thierry 2 rue Pilet-Will Directeur General du G.A.N. French
Aulagnon 75009 Paris Direction Generale Deleguee
France Finances et Logistique
M. Bernard Domaine de Voluceau President Directeur General French
Larrouturou Rocquencourt - BP 105 de INRIA (French
78153 Le Chesnay Government)
Cedex, France
Page 15 of 22
<PAGE>
M. Guy de Bureau 59A64 - 68 President Directeur General French
Panafieu route de Versailles du Groupe BULL (computer
BP 434 equipment and information
78434 Louveciennes services company)
Cedex, France
M Ervin Direction des Grandes Membre du Cornite de French
Rosenberg Entreprises Direction Generale de la
2 rue Laffitte B.N.P. (financial institution)
75450 Paris Cedex 09
M. Jean-Marie 46, Quai Alphonse Le Representant des salaries French
Duboc Gallo Thomson Multimedia S.A.
92100 Boulogne
France
M. Alain Route de Dole Representant des salaries French
Rocoplan 21110 Genlis Thomson Tubes & Display
France
M. Gilles Bujot Rue Du Gatinais Representant des salaries French
BP 3 Thomson Videoglass
77167 Bagneaux Sur
Long
France
M. Berirand Le 14 rue Saint-Dominque Controleur General des French
Menestrel 00450 Paris Armees Armees
France Groupe de Controle des
Services et des Industries
d'Armement (French
Government)
M. Thierry Colin Tour Franatome Commissaire aux Comptes French
Cedex 16 titulaire
92084 Paris La Defense Cabinet Mazars & Guerard
France (French Government)
M. Christian 41 rue Ybry Commissaire aux Comptes French
Chiarasini 92576 Neuilly Sur Seine titulaire
Cedex, France Cabinet Barbier Frinault &
Autres (French Government)
Page 16 of 22
<PAGE>
M. Patrick de Tour Framatome Commissaire aux Comptes French
Cambourg Cedex 16 suppleant
92084 Paris La Defense Cabinet Mazars & Guerard
France (French Government)
M. Alain 41, rue Ybry Commissaire aux Comptes French
Grosmahn 92576 Neully Sur Seine suppleant
Cedex, France Cabinet Barbier Frinault &
Autres (French Government)
</TABLE>
Page 17 of 22
Exhibit 99.1
October 3, 1999
TV Guide, Inc.
7140 S. Lewis Avenue
Tulsa, Oklahoma 74136-5422
Re: Agreement of Principal Stockholder Concerning Transfer and
Voting of Shares of Gemstar International Group Limited
The undersigned understands that TV Guide, Inc., A Delaware corporation
("TV Guide"), and Gemstar International Group Limited, a British Virgin Islands
corporation ("Gemstar"), of which the undersigned is a stockholder, are prepared
to enter into an agreement for the merger (the "Merger") of G Acquisition
Subsidiary Corp., a Delaware corporation ("Sub"), into TV Guide, but that TV
Guide has conditioned its willingness to proceed with such agreement (the
"Merger Agreement") upon receipt from the undersigned of assurances satisfactory
to TV Guide of the undersigned's support of and commitment to the Merger. In
order to evidence such commitment and to induce TV Guide to enter into the
Merger Agreement, the undersigned hereby represents and warrants to TV Guide and
agrees with TV Guide as follows:
1. Voting. The undersigned will vote or cause to be voted at any
meeting of the stockholders of Gemstar and in any action by consent by the
stockholders of Gemstar all shares of capital stock of Gemstar owned of record
or beneficially owned or held in any capacity by the undersigned or under the
control of the undersigned in favor of the Merger and the issuance of the Parent
Common Stock in connection with the Merger and other transactions provided for
in or contemplated by the Merger Agreement (including the domestication of
Gemstar from the British Virgin Islands to the State of Delaware), and against
any inconsistent proposals or transactions.
2. Ownership. As of the date hereof, Schedule 1 hereto sets forth the
shares of Parent Common Stock owned by the undersigned of record or
beneficially, including shares issuable upon the exercise or conversion of
options or convertible securities of Gemstar (collectively, the "Shares").
3. No Ownership Interest. Except as set forth in Section 1, nothing
contained in this Voting Agreement shall be deemed to vest in anyone other than
the undersigned any direct or indirect ownership or incidents of ownership of or
with respect to any Shares. All rights, ownership and economic benefits of and
relating to the Shares shall remain and belong to the undersigned, and no one
shall have any authority to manage, direct, restrict, regulate, govern, or
administer any of the policies or operations of Gemstar or exercise any power or
authority to direct the voting of any of the Shares as a result of this Voting
Agreement, except to the extent otherwise expressly provided herein.
Page 18 of 22
<PAGE>
4. Restrictions on Transfer. During the period from the date of the
Merger Agreement and continuing until the earlier of (i) September 30, 2000;
(ii) the termination of the Merger Agreement pursuant to its terms; or (iii) the
Effective Time (as defined in the Merger Agreement), the undersigned will not
sell, transfer, pledge or otherwise dispose of any of the Shares or any interest
therein or agree to sell, transfer, pledge or otherwise dispose of any of the
Shares or any interest therein, without your express written consent, unless the
transferee of the Shares agrees in writing to be bound by the terms of this
Voting Agreement; provided, however, that (x) the undersigned may, without your
consent, sell up to 15% of the Shares owned, in the aggregate, by the
undersigned, and (y) the undersigned may pledge the Shares to secure bona fide
indebtedness or bona fide monetization transactions or to secure the obligations
of a person in connection with derivative transactions and settlement
obligations thereunder (including, without limitation, puts, calls, collars,
swaps, etc.) with respect to the Shares of Common Stock, provided that the terms
of such derivative transaction permit cash settlement of a party's obligations
thereunder and do not restrict our obligations to vote their pledged Shares in
accordance with Section 1 hereof. The provisions of Section 5 of this Agreement
shall not apply to Shares disposed of under clause (x) of the preceding sentence
of this Section 4.
5. Grant of Irrevocable Proxy; Appointment of Proxy.
(a) The undersigned hereby irrevocably grants to, and
appoints, Peter Boylan and Joe Kiener, in their respective capacities as
officers of the TV Guide, any individual who hereafter shall succeed to any such
office of TV Guide, and each of them individually, the undersigned's proxy and
attorney-in-fact (with full power of substitution), for and in the undersigned's
name, place and stead, to vote the Shares, or grant a consent or approval in
respect of such Shares, in accordance with our covenants in Section 1 hereof.
(b) The undersigned represents that any proxies heretofore
given in respect of the Shares are not irrevocable, and that all such proxies
are hereby revoked.
(c) The undersigned hereby affirms that the irrevocable
proxy set forth in this Section 5 is given in connection with the execution of
the Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the undersigned's duties under this Agreement. The undersigned
hereby further affirms that the irrevocable proxy is coupled with an interest an
may under no circumstances be revoked. The undersigned hereby ratifies and
confirms all that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof.
6. Termination. This letter agreement and the undersigned's obligations
hereunder will terminate upon the earlier to occur of (i) the Effective Time as
defined in the Merger Agreement; (ii) the date on which the Merger Agreement is
terminated; or (iii) September 30, 2000.
Page 19 of 22
<PAGE>
7. Effective Date; Succession; Remedies. Upon your acceptance and
execution of the Agreement, this letter agreement shall mutually bind and
benefit you and the undersigned, any of the undersigned's heirs, successors and
assigns any of your successors. You will not assign the benefit of this letter
agreement other than to a wholly owned subsidiary. The undersigned agrees that
in light of the inadequacy of damages as a remedy, specific performances shall
be available to you, in addition to any other remedies you may have for the
violation of this letter agreement.
8. Nature of Holdings; Shares. All references herein to our holdings of
the Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any capacity,
and shall extend to any securities issued to any of us in respect of the Shares.
9. Defined Terms. All capitalized terms used herein shall have the
meaning ascribed to such term in the Merger Agreement, unless otherwise defined
herein.
10. Specific Performance. The parties hereto agree that irreparable
damage would occur in the event any provision of this Agreement was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
Very truly yours,
Principal Stockholder
THOMSON multimedia S.A.
By: /s/ J.E. Meyer
Name: J.E. Meyer
Its: Senior Executive
Vice President
ACCEPTED:
TV GUIDE, INC.
By: /s/ Peter C. Boylan III
Name: Peter C. Boylan III
Its: President
Page 20 of 22
<PAGE>
Schedule 1
Beneficial Owner Ordinary Shares Owned
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THOMSON multimedia S.A. 6,453,732
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EXHIBIT 99.2
AGREEMENT
Each of the undersigned persons hereby agrees that any statement on
Schedule 13D, including any amendments thereto, filed by any of such persons
with the Securities and Exchange Commission pursuant to Section 13(d) under the
Securities Exchange Act of 1934, as amended, in respect of the beneficial
ownership of equity securities of Gemstar International Group Limited. shall be
deemed to be filed on behalf of each of such persons.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto effective on the 7th day of February, 2000.
THOMSON S.A.
By:/s/Patrice Maynial
Patrice Maynial
Corporate Secretary
THOMSON MULTIMEDIA S.A.
By:/s/ Jim Meyer
Jim Meyer
Senior Executive Vice
President
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