EXHIBIT 99.6
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT ("Agreement") is entered into as of
___________, 1996, between UNITED VIDEO SATELLITE GROUP, INC., a Delaware
corporation (the "Company"), and TELE-COMMUNICATIONS, INC., a Delaware
corporation ("TCI").
This Agreement sets forth certain rights and obligations of TCI in its
capacity as a beneficial owner of securities of the Company. TCI is entering
into this Agreement in consideration of the agreement of the Company to merge
with a subsidiary of TCI (the "Merger") in accordance with the terms of the
Agreement and Plan of Merger, dated as of July 10, 1995, as amended (the "Merger
Agreement"), and for other consideration set forth in this Agreement.
The Company and TCI agree as follows:
1. DEFINITIONS. As used in this Agreement, the terms set forth below
shall have the meanings indicated in this Section 1.
Affiliate. "Affiliate" shall have the same meaning as in Rule 12b-2
or any successor regulation under the Exchange Act.
Beneficial Ownership. A Person shall be deemed the "beneficial owner"
of, and shall be deemed to "beneficially own," any securities of which such
Person has "beneficial ownership" within the meaning of Rule 13d-3 under the
Exchange Act. Any Person's percentage beneficial ownership of any class of
securities shall be determined in accordance with such rule.
Board of Directors. "Board of Directors" means the board of directors
of the Company.
Disinterested Directors. "Disinterested Directors" at any time shall
mean those members of the Board of Directors who are not directors, officers or
employees of TCI. Any requirement in this Agreement for a concurrence of or
approval by a majority of Disinterested Directors shall also require that there
be Disinterested Directors then in office.
Equity Securities. "Equity Securities" means any shares of the
capital stock of the Company that are entitled to vote generally for the
election of directors of the Company.
Exchange Act. "Exchange Act" means the Securities Exchange Act of
1934, as amended.
Group. "Group" means any group of Persons that form, join or
participate in concert pursuant to any agreement or understanding with respect
to the voting and disposition of Equity Securities.
Minimum Amount. "Minimum Amount", as of any relevant date, means that
the Equity Securities of the Company beneficially owned by Xx. Xxxxx as of such
date represent not less than 20% of the then outstanding Equity Securities;
provided, that, if the Company issues additional Equity Securities in one or
more transactions resulting in the Equity Securities owned by Xx. Xxxxx
representing less than 20% of the Equity Securities outstanding after such
issuance, then the Equity Securities owned by Xx. Xxxxx will nonetheless be
deemed to represent the Minimum Amount of the outstanding Equity Securities for
long as both (x) Xx. Xxxxx beneficially owns not less than 3.5 million Equity
Securities (adjusted as appropriate for stock splits, reverse stock splits and
stock dividends) and (y) Xx. Xxxxx is one of the three largest stockholders of
the Company, including TCI (in terms of numbers of Equity Securities held).
Person. "Person" means any individual or any corporation,
partnership, limited liability company, trust or other legal entity.
TCI Equity Securities. "TCI Equity Securities" means any Equity
Securities beneficially owned by TCI.
2. VOTING AND RELATED RESTRICTIONS. TCI shall cause one or more Persons,
who are duly authorized to vote all the TCI Equity Securities, to be present at
all meetings of the stockholders of the Company at which such stockholders are
to vote on any of the matters described in Section 2(a) or 2(b) (or in
Section 3), or shall cause proxies for all TCI Equity Securities to be present
at all such meetings, to enable all the TCI Equity Securities to be counted for
quorum purposes. At any such meeting, TCI shall cause all the TCI Equity
Securities to be voted as follows:
(a) Directors. TCI shall cause all TCI Equity Securities to be voted
in any general election of directors (i) in favor of the election of Xxx
Xxxxx to the Board of Directors for so long as Xx. Xxxxx is an executive
officer of the Company, (ii) in favor of the election of Xxxxx X. Xxxxxx
III to the Board of Directors for so long as Xx. Xxxxxx is an executive
officer of the Company and (iii) in favor of the election of Xxxxxxxx
Xxxxx, Xx. to the Board of Directors for so long as Xx. Xxxxx beneficially
owns Equity Securities of the Company representing not less than the
Minimum Amount. The Board of Directors shall be of such size and shall
include such additional nominees of TCI as TCI may determine in its sole
discretion. For so long as the TCI Equity Securities are required to be
voted in favor of the election of Xx. Xxxxx or Xx. Xxxxx to the Board of
Directors, Xx. Xxxxx or Xx. Xxxxx, as applicable,
2
shall also be appointed to the Executive Committee of the Board of
Directors of the Company.
(b) Major Transactions. With regard to any transaction for which
approval of the Company's stockholders is required pursuant to the Delaware
General Corporation Law, if TCI or an Affiliate of TCI (other than the
Company and its subsidiaries) is a party to the transaction or would be a
direct or indirect beneficiary of the transaction (except in its capacity
as a stockholder of the Company), then unless such transaction is approved
by a majority of the Disinterested Directors, TCI shall cause all TCI
Equity Securities to be voted in the same proportion for and against such
transaction as the Equity Securities of the other stockholders of the
Company voting thereon are voted.
As to any matter other than those expressly set forth in Section 2(a) and
Section 2(b), and except to the extent set forth in the second paragraph of
Xxxxxxx 0, XXX shall exercise its sole discretion as to the voting of all TCI
Equity Securities.
3. Certain Mergers and Consolidations. If the Company proposes to enter
into any merger or consolidation subject to Article IV, Section A, paragraph 6
of the Company's Restated Certificate of Incorporation, then, unless a majority
of the Disinterested Directors determines (and, if requested by any
Disinterested Director, the Company obtains an opinion from an independent
financial advisor of national standing (which financial advisor shall be
acceptable to each Disinterested Director, acting in good faith) to the effect)
that the consideration to be received by the holders of the Class A Common Stock
in such transaction is substantially equivalent in value, on a per share basis,
to the consideration to be received by the holders of the Class B Common Stock
in such transaction, taking into account all relevant factors, including,
without limitation, the anticipated tax treatment of such consideration to the
holders of the Class A Common Stock and Class B Common Stock, TCI shall not
permit the TCI Equity Securities to be voted in favor of such merger or
consolidation in any greater percentage than the percentage in which the Equity
Securities of the other stockholders of the Company voting thereon are voted in
favor of such merger or consolidation. Notwithstanding the foregoing, to the
extent that the holders of the Class A Common Stock and the holders of the Class
B Common Stock, respectively, are entitled to receive in any merger or
consolidation (pursuant to any election or otherwise), securities that do not
differ in any respect other than their relative voting rights and related
differences in designation, conversion and share distribution provisions, which
differences would be permitted in the case of securities distributed in a share
distribution made under Article IV, Section A, paragraph 4 of the Company's
Restated Certificate of Incorporation, such relative voting rights and related
differences in designation, conversion and share distribution provisions shall
be disregarded in determining the per share value of the consideration to be
received by the holders of the Class A Common Stock and the holders of the Class
B Common Stock, respectively, under Article IV, Section A, paragraph 6 of the
Company's Restated Certificate of Incorporation.
3
4. MISCELLANEOUS.
(a) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware.
(b) Severability. The invalidity or unenforceability of any provision
of this Agreement in any application shall not affect the validity or
enforceability of such provision in any other application or of any other
provision of this Agreement.
(c) Specific Performance. TCI and the Company acknowledge that their
respective remedies at law for failure by the other to comply with any
provision of this Agreement would not be adequately compensable in damages
and would cause irreparable harm to the aggrieved party, and that such
covenants may be specifically enforced.
(d) Amendments. Any amendment to this Agreement or waiver of any
right hereunder must be in writing and, if made by the Company, must be
approved by a majority of the Disinterested Directors.
(e) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute
a single agreement.
(f) Headings. The section headings in this Agreement are for
convenience only and shall not affect the interpretation of this Agreement.
(g) Binding Effect. This Agreement shall be binding on any Person or
Group to whom TCI transfers beneficial ownership of TCI Equity Securities
the aggregate voting power of which represents a majority of the total
voting power ("Majority Interest") of the Equity Securities outstanding at
the time of such transfer, and shall be binding upon any subsequent
transferee of such Equity Securities representing a Majority Interest at
the time of such subsequent transfer, provided that, at the time of each
such transfer, Xx. Xxxxx beneficially owns Equity Securities of the Company
representing not less than the Minimum Amount. Upon any such transfer of
Equity Securities representing a Majority Interest, the transferor shall be
released from all obligations hereunder.
4
The parties hereto have executed this Agreement as of the date first above
written.
UNITED VIDEO SATELLITE GROUP, INC.
By:
-----------------------------------
Name:
Title:
TELE-COMMUNICATIONS, INC.
By:
-----------------------------------
Name:
Title:
5
