EXHIBIT (c)(8)
[LETTERHEAD OF ALL AMERICAN COMMUNICATIONS, INC.]
As of October
1st
1997
Xxxxxxx plc
0 Xxxxxxxxxx Xxxxxxx
Xxxxxx X0X 0XX, Xxxxxxx
Attention: Xxxx Xxxxxxx
Pearson Merger Company Inc.
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx Xxxxx
Gentlemen:
Reference is made to that certain confidentiality letter dated
November 20, 1995 between All American Communications, Inc. (the "Company") and
Xxxxxxx Television Limited (the "Confidentiality Letter") as reinstated by that
letter dated February 16, 1996, the Agreement and Plan of Merger dated as of
October 1, 1997 (the "Merger Agreement") among the Company, Xxxxxxx plc
("Purchaser") and Pearson Merger Company, Inc. ("Merger Sub") and the
Stockholders Agreement dated as of October 1, 1997 (the "Stockholders
Agreement") among Purchaser, Merger Sub and certain stockholders of the Company.
Terms which are defined in the Merger Agreement and are not otherwise defined
herein shall have the same meanings herein as therein. This is to confirm that
the Board of Directors of the Company has consented to and approved the
acquisition by Pearson and Merger Sub of all of the shares of Common Stock and
Class B Common Stock of the Company (the "Shares") at the price set forth in the
Merger Agreement (the "Offer Price"). Accordingly, the Company acknowledges and
agrees that until the Standstill Termination Date (as defined below), to the
extent that the Merger Agreement or the Stockholders Agreement permits the
Purchaser or Merger Sub to take any of the actions which are prohibited by the
standstill provisions set forth on page 4 of the Confidentiality Letter (the
"Standstill Provisions") and provided that the Merger Agreement has not been
terminated pursuant to Section 8.4(a) or (c) thereof, such Standstill Provisions
of the Confidentiality Letter will no longer be applicable and none of
Purchaser, Merger Sub nor any of their respective affiliates shall be prohibited
by the terms thereof from soliciting or receiving proxies with respect to any
Shares or seeking or proposing to acquire ownership of any Shares in accordance
with the terms of the Merger Agreement or
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the Stockholders Agreement. The Standstill Provisions will terminate entirely
upon the earlier of (a) a Competing Transaction Termination, (b) the date upon
which the Merger Agreement is terminated pursuant to Section 8.3(b) or 8.4(b) of
the Merger Agreement, (c) the date upon which the Transition Time occurs, or (d)
November 20, 1997 (the "Standstill Termination Date"). After the Standstill
Termination Date, none of Purchaser, Merger Sub nor any of their respective
affiliates shall be prohibited from soliciting or receiving proxies with respect
to any Shares or seeking or proposing to acquire ownership of any Shares.
Very truly yours,
All American Communications, Inc.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------
Its: Chief Financial Officer
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