Exhibit 2.2
STOCKHOLDER AGREEMENT ("Agreement") dated as of March 31,
1999, among CBS Corporation, a Pennsylvania corporation ("Parent") , and the
individuals listed on Schedule A attached hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS, Parent, K Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent ("Sub"), and King World Productions,
Inc., a Delaware corporation (the "Company"), propose to enter into an Agreement
and Plan of Merger dated as of the date hereof (as the same may be amended or
supplemented, the "Merger Agreement"; capitalized terms used but not defined
herein shall have the meanings set forth in the Merger Agreement) providing for
the merger of Sub with and into the Company (the "Merger"), upon the terms and
subject to the conditions set forth in the Merger Agreement; and
WHEREAS, each Stockholder beneficially owns the number of
shares of Company Common Stock set forth opposite his or her name on Schedule A
attached hereto (such shares of Company Common Stock, together with any other
shares of capital stock of the Company acquired by such 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
Merger Agreement, Parent has requested that each Stockholder enter into this
Agreement;
NOW, THEREFORE, to induce Parent to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER. Each
Stockholder hereby, individually and not jointly, represents and warrants to
Parent in respect of himself or herself as follows:
(a) AUTHORITY. This Agreement has been duly executed and
delivered by the Stockholder and constitutes a valid and binding
obligation of the Stockholder enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors rights generally
and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law). The
execution and delivery of this Agreement do not, and the consummation
of the transactions contemplated hereby and compliance with the terms
hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any
provision of, any trust agreement, loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise, license, judgment, order, notice,
decree, statute, law, ordinance, rule or regulation applicable to the
Stockholder or to the Stockholder's property or assets. If the
Stockholder is married and the Stockholder's Subject Shares constitute
community property or otherwise need
spousal or other approval to be legal, valid and binding, this
Agreement has been duly authorized, 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. Each
Stockholder has executed a power of attorney, in the form attached
hereto as Schedule B, in favor of at least two other Stockholders with
respect to the matters covered by Sections 3(a) and (b) in the event of
incapacity of any Stockholder.
(b) THE SUBJECT SHARES. The Stockholder is the record and
beneficial owner of, has good and marketable title to, and owns,
beneficially or of record, no shares of Company Common Stock other
than, the Subject Shares set forth opposite his or her name on Schedule
A attached hereto (except to the extent beneficial ownership is
determined to exist by reason of the Stockholders Agreement among the
Stockholders dated as of February 10, 1997 (the "Existing Stockholders
Agreement") and other than the shares of Company Common Stock described
on such schedule which shall not be deemed to be "Subject Shares" for
purposes of this Agreement), free and clear of any claims, liens,
encumbrances and security interests whatsoever, other than those that
arise by reason of the Existing Stockholders Agreement. 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 each Stockholder that Parent has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by Parent, and the consummation of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action on the part of Parent.
This Agreement has been duly executed and delivered by Parent and constitutes a
valid and binding obligation of Parent enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors rights generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law). The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby and
compliance with the terms hereof will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time or both) under
any provision of, the articles of incorporation or by-laws of Parent, any trust
agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or
other agreement, instrument, permit, concession, franchise, license, judgment,
order, notice, decree, statute, law, ordinance, rule or regulation applicable to
Parent or to Parent's property or assets.
3. COVENANTS OF EACH STOCKHOLDER. Until the termination of
this Agreement in accordance with Section 6, each Stockholder, severally and not
jointly, agrees as follows:
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(a) At any meeting of stockholders of the Company called to
vote upon the Merger and the Merger Agreement or at any adjournment
thereof or in any other circumstances upon which a vote, consent or
other approval (including by written consent) with respect to the
Merger and the Merger Agreement is sought, the Stockholder shall vote
(or cause to be voted) the Subject Shares in favor of the Merger, the
adoption by the Company of the Merger Agreement and the approval of the
terms thereof and each of the other transactions contemplated by the
Merger Agreement.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares
against (i) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale of
substantial assets, reorganization, recapitalization, dissolution,
liquidation or winding up of or by the Company or any other Acquisition
Proposal or (ii) any amendment of the Company's certificate of
incorporation or by-laws or other proposal or transaction involving the
Company or any of its subsidiaries, which amendment or other proposal
or transaction would in any manner impede, frustrate, prevent or
nullify the Merger, the Merger Agreement or any of the other
transactions contemplated by the Merger Agreement or change in any
manner the voting rights of each class of Company Common Stock.
(c) The Stockholder agrees not to (i) sell, transfer, pledge,
assign or otherwise dispose of (including by gift), or enter into any
contract, option or other arrangement (including any profit sharing
arrangement) with respect to the sale, transfer, pledge, assignment or
other disposition of (any such sale, transfer, pledge, assignment or
disposition or entry into any such contract, option or other
arrangement being collectively referred to as a "Disposition"), the
Subject Shares to any person other than pursuant to the terms of the
Merger or other than as permitted as indicated on Schedule C or (ii)
enter into any voting arrangement, whether by proxy, voting agreement
or otherwise, in connection with, directly or indirectly, any
Acquisition Proposal.
(d) Until after the Merger is consummated or the Merger
Agreement is terminated, the Stockholder (in his or her capacity as the
beneficial owner of Subject Shares) shall not, nor shall it permit any
investment banker, attorney or other adviser or representative of the
Stockholder to, (i) directly or indirectly solicit, initiate or
encourage the submission of, any Acquisition Proposal or (ii) directly
or indirectly participate in any discussions or negotiations regarding,
or furnish to any person any information with respect to, or take any
other action to facilitate any inquiries or the making of any proposal
that constitutes, or may reasonably be expected to lead to, any
Acquisition Proposal.
(e) Until after the Merger is consummated or the Merger
Agreement is terminated, the Stockholder shall use all reasonable
efforts to take, or cause to be
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taken, all actions, and to do, or cause to bedone, and to assist and
cooperate with the other parties in doing, all things necessary,
proper or advisable to consummate and make effective, in the most
expeditious manner practicable, the Merger and the other transactions
contemplated by the Merger Agreement.
(f) For a period of eighteen months following the Effective
Time, each of Xxxxx Xxxx and Xxxxxxx Xxxx agrees not to Dispose of more
than 25% of (x) any shares of Parent Common Stock received by such
Stockholder in the Merger in exchange for the Subject Shares of such
Stockholder or (y) following the Effective Time, any shares of Parent
Common Stock received by such Stockholder upon the exercise of Company
Stock Options assumed by Parent pursuant to the Merger Agreement.
4. FURTHER ASSURANCES. Each Stockholder will, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further consents, documents and other instruments as Parent may
reasonably request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
5. ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, 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 upon the
earlier of (a) the Effective Time of the Merger or (b) the termination of the
Merger Agreement in accordance with its terms; PROVIDED, HOWEVER, that
notwithstanding the foregoing, Section 3(f) shall survive the consummation of
the Merger for the period of time specified therein.
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 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 9.5 of the Merger Agreement and to the
Stockholders at their respective addresses set forth on Schedule A
attached hereto (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 Sections, such reference shall be to a Section to this Agreement
unless otherwise
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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 party, it being understood that each party need not sign the
same counterpart.
(e) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement (including the documents and instruments referred to herein)
(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. The 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.
(g) LEGEND. Each Stockholder shall promptly after the date
hereof surrender to the Company all certificates representing the
Subject Shares, and the Company shall place the following legend on
such certificates:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
A STOCKHOLDER AGREEMENT DATED AS OF MARCH 31, 1999 BY AND
AMONG CBS CORPORATION AND THE STOCKHOLDERS NAMED THEREIN,
WHICH AMONG OTHER THINGS RESTRICTS THE TRANSFER AND VOTING
THEREOF."
8. STOCKHOLDER CAPACITY. No person executing this Agreement
makes any agreement or understanding herein in his or her capacity as a director
or officer of the Company. Each Stockholder signs solely in his or her capacity
as the record holder and beneficial owner of such Stockholder's Subject Shares
and nothing herein shall limit or affect any actions taken by a Stockholder in
his or her capacity as an officer or director of the Company to the extent
specifically permitted by the Merger Agreement.
9. 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
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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 in any court of the United States located in the State of
Delaware or in a Delaware state court, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each of the
parties hereto (i) consents to submit such party to the personal jurisdiction of
any Federal court located in the State of Delaware or any Delaware state court
in the event any dispute arises out of this Agreement or any of the transactions
contemplated hereby, (ii) agrees that such party will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, (iii) agrees that such party will not bring any action relating to
this Agreement or the transactions contemplated hereby in any court other than a
Federal court sitting in the state of Delaware or a Delaware state court and
(iv) waives any right to trial by jury with respect to any claim or proceeding
related to or arising out of this Agreement or any of the transactions
contemplated hereby.
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IN WITNESS WHEREOF, Parent has caused this Agreement to be
signed by its officer thereunto duly authorized and each Stockholder has signed
this Agreement, all as of the date first written above.
CBS CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President, Chief
Financial Officer
STOCKHOLDERS:
XXXXX XXXX
/s/ XXXXX XXXX
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XXXXXXX XXXX
/s/ XXXXXXX XXXX
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XXXXXXX XXXX
/s/ XXXXXXX XXXX
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XXXXX XXXX
/s/ XXXXX XXXX
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