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EXHIBIT 3
COMPANY SIGNIFICANT SHAREHOLDER AGREEMENT
December 23, 1996
Gemstar International Group Limited
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re Agreement of Principal Shareholders Concerning Transfer and
Voting of Shares of StarSight Telecast, Inc.
We understand that Gemstar International Group Limited, a British
Virgin Islands corporation ("GEMSTAR"), and StarSight Telecast, Inc., a
California corporation (the "COMPANY"), of which the undersigned are principal
shareholders, are prepared to enter into an agreement for the merger (the
"MERGER") of G/S Acquisition Subsidiary, a California corporation ("SUB"), into
the Company, but that Gemstar has conditioned its willingness to proceed with
such agreement (the "MERGER AGREEMENT") upon Gemstar's receipt from us of
assurances satisfactory to Gemstar of our support of and commitment to the
Merger. We are familiar with the Merger Agreement and the terms and conditions
of the Merger. In order to evidence such commitment and to induce Gemstar to
enter into the Merger Agreement, we hereby represent and warrant to Gemstar and
agree with Gemstar as follows:
1. Voting. We will vote or cause to be voted all shares of capital
stock of the Company owned of record or beneficially owned or held in any
capacity by any of us or under any of our control in favor of the Merger and
other transactions provided for in or contemplated by the Merger Agreement and
against any inconsistent proposals or transactions.
2. Ownership. As of the date hereof, our only ownership of, or
interest in, equity securities or convertible debt securities of the Company
consists solely of the interests described in Schedule 1 hereto (collectively,
the "Shares").
3. Restriction on Transfer. During the period from the date of this
Merger Agreement and continuing until the earlier of the termination of this
Merger Agreement pursuant to its terms or the effective time of the Merger, we
will not sell, transfer, pledge or otherwise dispose of any of the Shares or any
interest therein or agree to sell, transfer, pledge or otherwise dispose of any
of the Shares or any interest therein, without your express written consent. In
addition, we hereby agree to execute and deliver to you the affiliate letters
contemplated by Section 5.10 of the Merger Agreement in the form of Exhibit
5.10A to the Merger Agreement.
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4. Termination. This letter agreement and our obligations hereunder
will terminate on June 30, 1997 unless the Merger Agreement is extended in
accordance with its terms, in which event this letter agreement and our
obligations will terminate on such extended date. Notwithstanding the foregoing,
if the Merger Agreement were to be terminated earlier in accordance with its
terms, this letter agreement and our obligations hereunder will also terminate
concurrently with the termination of the Merger Agreement.
5. Effective Date; Succession; Remedies. Upon your acceptance and
execution of the Agreement, this letter agreement shall mutually bind and
benefit you and us, any of our heirs, successors and assigns and any of your
successors. You will not assign the benefit of this letter agreement other than
to a wholly owned subsidiary. We agree that in light of the inadequacy of
damages as a remedy, specific performances shall be available to you, in
addition to any other remedies you may have for the violation of this letter
agreement.
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6. Nature of Holdings; Shares. All references herein to our holdings
of the Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to any of us in respect of
the Shares.
Very truly yours,
THOMSON MULTIMEDIA S.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Ex. V.P.
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ACCEPTED:
GEMSTAR INTERNATIONAL GROUP, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Secretary
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STARSIGHT TELECAST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chairman & CEO
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[Company Significant Shareholder Agreement]
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6. Nature of Holdings; Shares. All references herein to our holdings
of the Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to any of us in respect of
the Shares.
Very truly yours,
PVI TRANSMISSION INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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ACCEPTED:
GEMSTAR INTERNATIONAL GROUP, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Secretary
---------------------------------
STARSIGHT TELECAST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chief Executive Officer
---------------------------------
[Company Significant Shareholder Agreement]
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6. Nature of Holdings; Shares. All references herein to our holdings
of the Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to any of us in respect of
the Shares.
Very truly yours,
TRIBUNE COMPANY
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title: ▇▇▇▇ ▇▇▇▇▇
TRIBUNE VENTURES PRESIDENT
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ACCEPTED:
GEMSTAR INTERNATIONAL GROUP, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Secretary
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STARSIGHT TELECAST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chief Executive Officer
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[Company Significant Shareholder Agreement]
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6. Nature of Holdings; Shares. All references herein to our holdings
of the Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to any of us in respect of
the Shares.
Very truly yours,
SPELLING ENTERTAINMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: CFO
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ACCEPTED:
GEMSTAR INTERNATIONAL GROUP, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Secretary
--------------------------------
STARSIGHT TELECAST, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Chief Executive
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[Company Significant Shareholder Agreement]
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6. Nature of Holdings; Shares. All references herein to our holdings
of the Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to any of us in respect of
the Shares.
Very truly yours,
▇▇▇ COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title: Sr. V.P.
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ACCEPTED:
GEMSTAR INTERNATIONAL GROUP, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
Title: Secretary
---------------------------------
STARSIGHT TELECAST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chief Executive Officer
--------------------------------
[Company Significant Shareholder Agreement]
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6. Nature of Holdings; Shares. All references herein to our holdings
of the Shares shall be deemed to include Shares held or controlled by any of us,
individually, jointly (as community property or otherwise), or in any other
capacity, and shall extend to any securities issued to any of us in respect of
the Shares.
Very truly yours,
PROVIDENCE JOURNAL COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Exec. V.P.
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ACCEPTED:
GEMSTAR INTERNATIONAL GROUP, LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Title: Secretary
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STARSIGHT TELECAST, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Chief Executive Officer
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[Company Significant Shareholder Agreement]
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Schedule 1
Shares of
Beneficial Owner Common Stock Owned
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PVI Transmission Inc. ....................................... 5,077,317
THOMSON Multimedia S.A. ..................................... 5,333,333
▇▇▇ Communications, Inc. .................................... 3,122,981
Spelling Entertainment, Inc. ................................ 1,124,176
Tribune Company ............................................. 1,122,518
Providence Journal Company .................................. 1,081,231