EXHIBIT 99.2
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of August
12, 1998, between the undersigned stockholders (the "Stockholders") of Clearview
Cinema Group, Inc., a Delaware corporation (the "Company"), and Cablevision
Systems Corporation, a Delaware corporation ("Parent"). Capitalized terms used
but not defined herein shall have the meanings set forth in the Merger Agreement
(as defined below).
WHEREAS, concurrently with the execution and delivery of this Agreement
Parent, CCG Holdings Inc., a Delaware corporation and a wholly owned subsidiary
of Parent ("Newco"), and the Company have entered into an Agreement and Plan of
Merger dated as of August 12, 1998 (as in effect on the date hereof, the "Merger
Agreement"), providing for the merger of the Company with Newco (the "Merger")
upon the terms and subject to conditions of the Merger Agreement, and setting
forth certain representations, warranties, covenants and agreements of the
parties thereto in connection with the Merger; and
WHEREAS, as an inducement and a condition to Parent and Newco entering
into the Merger Agreement, pursuant to which each Stockholder will receive the
applicable Merger Consideration (as defined in the Merger Agreement) in exchange
for each outstanding Company Security owned by such Stockholder immediately
prior to the Effective Time, the Stockholders each have agreed to enter into
this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Stockholders. Each of the Stockholders severally
represents as to himself, herself or itself that, except as set forth on Exhibit
A hereto:
(a) such Stockholder is the beneficial owner with the sole power
to vote and the sole power to dispose of and, if applicable, the sole
power to exercise the right to acquire Shares upon conversion of
Convertible Preferred Securities or warrants to purchase Shares
("Warrants"), that number of Company Securities or Warrants set forth
opposite such Stockholder's name on
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Exhibit A hereto (in each case, such "Stockholder's Securities"
and collectively, the "Securities");
(b) such Stockholder does not beneficially own (as such term is
defined in the Securities Exchange Act of 1934, as amended (the "1934
Act")) any Company Securities or Warrants other than such
Stockholder's Securities, and any Shares which such Stockholder has
the right to obtain upon the exercise of employee stock options
outstanding on the date hereof;
(c) such Stockholder has good and valid title to such
Stockholder's Securities free and clear of all pledges, liens,
proxies, claims, charges, security interests, preemptive rights and
any other encumbrances whatsoever with respect to the ownership,
transfer or voting of such Securities (other than restrictions on
transfer under applicable Federal and state securities laws, and other
than pursuant to the agreements listed on Exhibit C);
(d) if such Stockholder is a corporation, partnership or other
similar business entity, such Stockholder is a duly organized and
validly existing corporation, partnership or other similar business
entity, as the case may be, in good standing under the laws of its
jurisdiction of organization;
(e) such Stockholder has all requisite power and authority and
has taken all action necessary in order to execute, deliver and
perform its obligations under this Agreement and to take all actions
required and to consummate all of the transactions contemplated by,
this Agreement. This Agreement is a valid and binding agreement of
such Stockholder, enforceable against such Stockholder in accordance
with its terms, subject to the Bankruptcy and Equity Exception;
(f) other than the filings required pursuant to the HSR Act, no
notices, reports or other filings are required to be made by such
Stockholder with, nor are any consents, registrations, approvals,
permits or authorizations required to be obtained by such Stockholder
from, any Governmental Entity, in connection with the execution and
delivery of this Agreement by such Stockholder, the performance of its
obligations hereunder or the consummation by such Stockholder of the
transactions contemplated hereby;
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(g) the execution and delivery of this Agreement by such
Stockholder do not, and the performance of such Stockholder's
obligations hereunder and the consummation by such Stockholder of the
transactions contemplated hereby will not, constitute or result in (A)
if the Stockholder is a corporation, partnership or other similar
business entity, a breach or violation of, or a default under, the
certificate or by-laws or the comparable governing instruments of such
Stockholder or (B) a breach or violation of, or a default under, the
acceleration of any obligations or the creation of a lien, pledge,
security interest or other encumbrance on the assets (including the
Securities, New Securities (as defined in Section 7) or any Company
Securities issuable upon exercise, conversion or exchange such
Securities or New Securities) of such Stockholder (with or without
notice, lapse of time or both) pursuant to, any Contract binding upon
such Stockholder or any Law or governmental or non-governmental permit
or license to which such Stockholder is subject or by which such
Stockholder or its assets are bound. Exhibit C hereto sets forth a
correct and complete list of Contracts of such Stockholder pursuant to
which consents or waivers ("Consents") are or may be required in order
for such Stockholder to perform its obligations hereunder. Pursuant to
Section 2(d) of this Agreement, such Stockholder has obtained all
Consents that are or may be required under such Contracts;
(h) such Stockholder will take all necessary action to ensure
that such Stockholder's Securities or New Securities will, except as
set forth in Section 1(c) or on Exhibit A (none of which shall
prevent such Stockholder from performing its obligations pursuant to
Sections 2(a) hereof), at all times during the term of this Agreement
be held by such Stockholder, or by a nominee or custodian for the
account of such Stockholder, free and clear of all pledges, liens,
proxies, claims, charges, security interests, preemptive rights and
any other encumbrances whatsoever with respect to the ownership,
transfer or voting of such Stockholder's Securities, New Securities or
any Company Securities issuable upon exercise, conversion or exchange
of such Securities or New Securities; and there are no (and with
respect to New Securities, there will be no) outstanding options,
warrants or rights to
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purchase or acquire, or other agreements relating to, such
Securities or New Securities, as the case may be, other than this
Agreement;
(i) no agent, broker, person or firm acting on behalf of such
Stockholder or any of its Affiliates (other than the Company with
respect to which such Stockholder makes no representation) is, or will
be, entitled to any commission or broker's or finder's fees from
Parent or any of its Affiliates in connection with any of the sale,
exchange, transfer or other disposition of such Stockholder's
Securities or New Securities as contemplated by this Agreement or the
Merger Agreement;
(j) none of the information supplied by such Stockholder for
inclusion or incorporation by reference in the Registration Statement,
including the Proxy Statement included therein, or any document
incorporated by reference thereby, as of the time the Registration
Statement becomes effective, the date of the Proxy Statement and the
date of the Stockholders Meeting, will contain any untrue statement of
a material fact or omit to state any material fact necessary in order
to make the statements made therein, in light of the circumstances
under which they are made, not misleading. Such Stockholder agrees
promptly to correct any information provided by it for use in the
Registration Statement and the Proxy Statement that shall be, or shall
become, false or misleading in any material respect;
(k) such Stockholder understands and acknowledges that Parent and
Newco are each entering into the Merger Agreement in reliance upon
such Stockholder's execution and delivery of this Agreement; and
The representations and warranties of each Stockholder contained herein are for
the benefit of Parent and its permitted assigns and shall be deemed made
as of the date hereof and as of each date from the date hereof through and
including the earlier of the date that the Merger is consummated or this
Agreement is terminated in accordance with its terms.
2. Agreement to Vote Securities; Disclosure;
Waivers.
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(a) Each of the Stockholders severally agrees to vote such
Stockholder's Securities and any New Securities, and shall cause any
holder of record of such Stockholder's Securities or New Securities to
vote, (i) in favor of adoption of the Merger Agreement (and each other
action and transaction contemplated by the Merger Agreement and this
Agreement) at every meeting of the stockholders of the Company at
which such matters are considered and at every adjournment thereof and
(ii) against any action or proposal that would compete with or could
serve to materially compete or interfere with, delay, discourage,
adversely affect or inhibit the timely consummation of the Merger. Any
vote shall be cast or consent shall be given in accord ance with
procedures relating thereto as shall ensure that it is duly counted
for purposes of determining that a quorum is present and for purposes
of recording the results of such vote or consent. Each Stockholder
severally agrees to deliver to Parent upon request a proxy
substantially in the form attached hereto as Exhibit B, which proxy
shall be coupled with an interest and irrevocable to the extent
permitted under Delaware law, with the total number of such
Stockholder's Securities and any New Securities correctly indicated
thereon. Each Stockholder also agrees to use all reasonable efforts to
take, or cause to be taken, all action, and do, or cause to be done,
all things necessary or advisable in order to consummate and make
effective the transactions contemplated by this Agreement.
(b) Each Stockholder hereby agrees to permit Parent and Newco to
publish and disclose in the Registration Statement and the Proxy
Statement its identity and ownership of Company Securities and the
nature of its commitments, arrangements and understandings under this
Agreement.
(c) To the extent such rights arise as a result of the Merger,
the execution of this Agreement or the Merger Agreement or the other
transactions contemplated herby or by the Merger Agreement under
applicable law or the certificates of designation relating to
Preferred Shares (each, a "Certificate of Designation"), each
Stockholder irrevocably waives (i) any rights of appraisal or rights
to dissent from the Merger, (ii) other than pursuant to Article IV of
the Merger Agreement, this Agreement or with the prior
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written consent of Parent, any rights to require or otherwise
cause the Company or Parent to exercise, convert or exchange any of
such Stockholder's Securities for shares of capital stock or other
securities or property or assets of Parent or the Company, (iii) any
rights to require or otherwise cause the Company or Parent to redeem
any of such Stockholder's Preferred Shares, (iv) any rights to receive
preferential payments or other distributions upon a Liquidation Event,
Mandatory Redemption Event (each as defined in the applicable
Certificate of Designation) or other similar events or (v) any rights
to vote separately as a class of Preferred Shares upon adoption of the
Merger Agreement at a meeting of stockholders of the Company. In
addition, each of such Stockholders agrees that pursuant to the
Merger, at the Effective Time, all of such Stockholder's Securities
shall no longer be outstanding, shall be cancelled and retired and
shall cease to exist, and each Certificate representing any such
Stockholder's Securities shall, subject to the terms and upon the
conditions of the Merger Agreement, thereafter represent only the
right to receive the applicable Merger Consideration and the right, if
any, to receive pursuant to Section 4.2(e) of the Merger Agreement,
cash in lieu of any fractional shares of Parent Common Stock into
which such Stockholder's Securities otherwise would have been
converted pursuant to section 4.1(a) of the Merger Agreement and any
distribution or dividend pursuant to Section 4.2(c) of the Merger
Agreement.
(d) To the extent such rights, privileges or obligations arise
under any voting trust, lockup, registration rights or other similar
agreements (including, without limitation, the agreements listed on
Exhibit C hereto) to which such Stockholder is a party, each such
Stockholder irrevocably (i) waives any obligations or restrictions or
other limitations on the rights of all other Stockholders party
hereto, to the extent necessary for such other Stockholders to fulfill
their obligations pursuant to this Agreement (it being acknowledged
and agreed that this Agreement shall constitute any consent, approval
or waiver required for such purpose) and (ii) other than as
specifically contemplated by the Merger Agreement, waives any rights
to require the Company or Parent to file a registration statement
under the Securities Act of 1933 for the public offering of such
Stockholders Securities or
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otherwise require the Company or Parent to cause any such
registration statement to cover the public offering of any of such
Stockholder's Securities.
3. No Voting Trusts. After the date hereof, the Stockholders severally
agree that they will not, nor will they permit any entity under their control
to, deposit any of their Securities or New Securities in a voting trust or
subject any of their Securities or New Securities or Company Securities into
which they can be converted to any arrangement with respect to the voting of
such Securities or New Securities or Company Securities into which they can be
converted other than agreements entered into with Parent or Newco.
4. No Proxy Solicitations. Each of the Stockholders severally agrees
that such Stockholder will not, nor will such Stockholder permit any entity
under their control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger or
otherwise encourage or assist any party in taking or planning any action which
would compete with or otherwise could serve to materially interfere with, delay,
discourage, adversely affect or inhibit the timely consummation of the Merger in
accordance with the terms of the Merger Agreement, (b) directly or indirectly
encourage, initiate or cooperate in a stockholders' vote or action by consent
of the Company's stockholders in opposition to or in competition with the
consummation of the Merger, or (c) become a member of a "group" (as such term is
used in Section 13(d) of the Exchange Act) with respect to any voting securities
of the Company for the purpose of opposing or competing with the consummation of
the Merger; provided, without limiting the provisions of Section 11(g), that the
foregoing shall not restrict any director of the Company from taking any action
such director believes in good faith, after consultation with outside counsel,
is necessary to satisfy such director's fiduciary duty to stockholders of the
Company.
5. Transfer and Encumbrance. On or after the date hereof, each of the
Stockholders severally agrees not to voluntarily transfer, sell, offer, pledge
or otherwise dispose of or encumber ("Transfer") any of his or her Securities or
New Securities prior to the earlier of (a) the immediately following adoption of
the Merger Agreement by
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the Company Requisite Vote or (b) the date this Agreement shall be terminated
in accordance with its terms.
6. Legend. As soon as practicable after the execution of this Agreement
(but no later than the tenth business day thereafter), each Stockholder shall
surrender to the Company the certificates representing the Securities (and,
thereafter, shall surrender any New Securities within five business days after
acquiring beneficial ownership of such New Securities), and shall cause the
following legend to be placed on the certificates representing such Securities
and New Securities prior to their prompt return to the Stockholder and shall
request that such legend remain thereon until the earlier of (i) expiration or
termination of the Agreement or (ii) the consummation of the Merger:
"The shares of capital stock represented by this certificate
are subject to a Selling Stockholders Agreement, dated as of
August __, 1998, among the Stockholders named therein and
[Parent], which, among other things, restricts the sale or
transfer and voting of such shares of capital stock except
in accordance therewith. Such restrictions expire and
terminate, whether or not this legend remains on any
certificate and without any notice, action or demand of any
person, on the date such Agreement terminates."
In the event that Parent requests that a proxy be executed and delivered by a
Stockholder to it pursuant to Section 2 hereof, such Stockholder shall promptly
surrender to the Company the certificates representing the Securities or New
Securities covered by such proxy prior to their prompt return to the Stockholder
and cause the foregoing legend to be revised to add to the end of such legend
the following words:
", and such shares are also subject to an irrevocable proxy,
coupled with an interest under the Delaware General
Corporation Law."
Each Stockholder shall provide Parent with reasonably satisfactory evidence of
its compliance with this Section 6 on or prior to the date ten business days
after the execution hereof with respect to Securities (or within five business
days of the date of acquisition of beneficial
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ownership of any New Securities) or of the request relating to Stockholder's
proxy, as the case may be.
7. Exercise of Warrants; Additional Purchases. Each Stockholder that
beneficially owns any Warrants severally agrees that upon the written notice of
Parent delivered to such Stockholder at the address set forth below such
Stockholder's name on Exhibit A hereto, such Stockholder will, at the option and
direction of Parent set forth in such notice, complete and provide to the
Company the appropriate notice of exercise with respect such Stockholder's
Warrants and pay the applicable exercise price for such Warrants, it being
understood and agreed that such Stockholder shall only exercise such number of
Warrants as shall be required for such Stockholder to acquire the number of
Shares specified in Parent's notice. Such Stockholder shall cause such exercise
to become effective such that such Stockholder is the record holder of the
Shares issuable upon exercise of such Warrants prior to the record date for the
Stockholders Meeting. Each of the Stockholders severally agrees that in the
event (i) any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of shares of capital stock of the Company on, of or
affecting the Securities of a Stockholder, (ii) such Stockholder purchases or
otherwise acquires beneficial ownership of any Company Securities after the
execution of this Agreement, (iii) such Stockholder voluntarily acquires the
right to vote or share in the voting of any Company Securities other than such
Stockholder's Securities, or (iv) such Stockholder converts any Convertible
Preferred Shares or exercises any Warrants beneficially owned by such
Stockholder into Shares, whether pursuant to this Section 7 or otherwise
(Company Securities beneficially acquired pursuant to (i), (ii), (iii) or (iv)
being collectively referred to as "New Securities"), such Stockholder agrees
that such New Securities shall be subject to the terms of this Agreement to the
same extent as if they constituted Securities. Without limiting the generality
of the foregoing, nothing herein shall require any Stockholder that owns
Convertible Preferred Shares to convert such Convertible Preferred Shares into
Shares.
8. Specific Performance. Each party hereto severally acknowledges that
it will be impossible to measure in money the damage to the other party if the
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not
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have an adequate remedy at law or damages. Accordingly, each party hereto
severally agrees that injunctive relief or other equitable remedy, in addition
to remedies at law or damages, is the appropriate remedy for any such failure
and will not oppose the granting of such relief on the basis that the other
party has an adequate remedy at law. Each party hereto severally agrees that
it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party's seeking or obtaining such
equitable relief.
9. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall not be assignable without the written consent of all other
parties hereto; provided however, that Parent may assign all of its rights
pursuant to this Agreement to Newco or any other direct or indirect wholly owned
subsidiary of Parent.
10. Entire Agreement. This Agreement supersedes all prior agreements,
written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by Parent on the one hand and the relevant
Stockholder(s) whose rights and/or obligations are thereby amended, supplement
or modified on the other. No waiver of any provisions hereof by any party shall
be deemed a waiver of any other provisions hereof by any such party, nor shall
any such waiver be deemed a continuing waiver of any provision hereof by such
party.
11. Miscellaneous.
(a) This Agreement shall be deemed a contract made under, and for
all purposes shall be construed in accordance with, the laws of the
State of Delaware.
(b) If any provision of this Agreement or the application of such
provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of the provision held
invalid and the application of such provision to persons or
circumstances, other than the party as to which it is held invalid,
shall not be affected.
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(c) This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
(d) This Agreement shall terminate upon the earliest to occur of
(i) the Effective Time or (ii) termination of the Merger Agreement in
accordance with its terms.
(e) All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or
reference shall be derived therefrom.
(f) The parties agree that there is not and has not been any
other agreement, arrangement or understanding between the parties
hereto with respect to the matters set forth herein.
(g) Each of the Stockholders are acting hereunder in their
capacities as holders of Securities only, and make no agreement or
understanding herein in any capacities as directors or officers of the
Company. Nothing herein shall limit or affect any actions which the
Stockholders and/or their Affiliates may take in their capacities as
officers and/or directors of the Company.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
CABLEVISION SYSTEMS CORPORATION
-----------------------------------
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
THE STOCKHOLDERS:
-----------------------------------
/s/ Xxxxxx X. Xxxxxxxx
Name: CMNY Capital II, L.P. by
Xxxxxx X. Xxxxxxxx
-----------------------------------
/s/ Xxxxxx X. Xxxxxxxx
Name: CMCO, Inc. by Xxxxxx X.
Xxxxxxxx, President and
Xxxxxx X. Xxxxxxxx,
individually
-----------------------------------
/s/ Xxxxx Xxxxxx
Name: MidMark Capital, L.P. by
MidMark Associates, Inc.,
General Partner by
Xxxxx Xxxxxx, Managing
Director
-----------------------------------
/s/ Xxxxxx X. Xxxxxx
Name: Prime Charter Ltd. by
Xxxxxx X. Xxxxxx, Managing
Director
-----------------------------------
/s/ A. Xxxx Xxxx
Name: A. Xxxx Xxxx
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-----------------------------------
/s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
-----------------------------------
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx individually and
as President of F&N Cinema,
Inc., Roxbury Cinemas, Inc.
and Olde EC, Inc. f/k/a
Xxxxxxx Cinemas, Inc.
-----------------------------------
/s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
-----------------------------------
/s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
-----------------------------------
/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
-----------------------------------
/s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
-----------------------------------
/s/ Claridge Cinemas, Inc.
Name: Claridge Cinemas, Inc. by
Xxxxx Xxxxxxx, President
-----------------------------------
/s/ Xxxx Xxx
Name: Xxxx Xxx
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-----------------------------------
/s/ Xxxxx Xxx
Name: Xxxxx Xxx
-----------------------------------
/s/ Xxxxx Xxxxxx
Name: Xxxxxxxx Capital Management,
Inc. by Xxxxx Xxxxxx
-----------------------------------
/s/ A. Xxxx Xxxx
Name: A. Xxxx Xxxx, as Voting
Trustee, under the Voting Trust
Agreement by and between Xxxx
Xxxxxx and A. Xxxx Xxxx as Voting
Trustee, dated September 1, 1997;
the Voting Trust Agreement by and
between Xxxx Xxxxxx and A. Xxxx
Xxxx as Voting Trustee, dated
September 1, 1997; the Voting
Trust Agreement by and between
Xxxxxx Xxxxxx and A. Xxxx Xxxx as
Voting Trustee, dated September 1,
1997; and the Voting Trust
Agreement by and between Xxxxx
Xxxxxxx and A. Xxxx Xxxx as Voting
Trustee, dated September 2, 1997.
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-----------------------------------
/s/ A. Xxxx Xxxx
Name: A. Xxxx Xxxx, as Voting
Trustee, under the Voting Trust
Agreement by and between Xxxxx X.
Xxxxx and A. Xxxx Xxxx as Voting
Trustee, dated December 21, 1994;
the Voting Trust Agreement by and
between Xxxxxxx X. Xxxx and A. Xxxx
Xxxx as Voting Trustee, dated June
20, 1995; the Voting Trust
Agreement by and between Xxxxxxx
Cinema, Inc. and A. Xxxx Xxxx as
Voting Trustee, dated May 29, 1996;
the Voting Trust Agreement by and
among Xxxx Xxx, Xxxxx Xxx and A.
Xxxx Xxxx as Voting Trustee, dated
July 31, 1996; the Voting Trust
Agreement dated as of November 21,
1997 by and among F&N Cinema, Inc.,
Roxbury Cinema, Inc. and A. Xxxx
Xxxx, as Trustee; the Voting Trust
Agreement dated as of February 13,
1998 by and between Claridge
Cinemas, Inc. and A. Xxxx Xxxx, as
Trustee; and the Voting Trust
Agreement dated as of April 30,
1998 by and among Xxxx Xxxxxx, Xxxx
Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx
Xxxxxxxx and A. Xxxx Xxxx, as
Trustee, with respect to only
those Shares that are subject to
such agreements the other
beneficial owners of which have
also executed this Agreement.
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(Exhibit A)
1. As to A. Xxxx Xxxx: Record and beneficial ownership of 316,000
common shares; voting power over an additional 560,802 shares pursuant to
various voting trust agreements pursuant to which he serves as Trustee; as to
which he is executing this Agreement with respect to 773,582 shares:
(a) All shares owned of record and beneficially are subject to
restrictions on transfer imposed by a Lock-Up Agreement dated
July 21, 1997 with Prime Charter, Ltd. (the "Prime Charter
Agreement"), and a Lock-Up Agreement dated April 23, 1998 with
Proprietary Convertible Investments Group, Inc. n/k/a Xxxxxxxx
Capital Management, Inc. (the "Xxxxxxxx Agreement");
(b) 100,000 shares are subject to Pledge Agreement with Prime
Charter, Ltd.; and
(c) As to 560,802 shares for which Xx. Xxxx has voting power, but
does not hold beneficial ownership, pursuant to various voting
trust agreements pursuant to which he serves as Trustee, Xx. Xxxx
enters into this Agreement with respect to only 457,582 of such
shares, which are owned beneficially by other stockholders who
are entering into this Agreement.
2. As to Midmark Capital, L.P.:
- Record and beneficial ownership of (i) 779 shares of Class
A Preferred Stock, convertible into 467,400 shares of common
stock, and (ii) 60,000 shares of common stock. 286,600 Class A
Warrants exercisable for 0 shares of common stock.
(a) All Shares are subject to restrictions on transfer
imposed by the Prime Charter Agreement.
3. As to Xxxxx X. Xxxxx:
- Beneficial ownership of 117,600 shares of common stock
subject to a voting trust agreement dated December 21, 1994
pursuant to which A. Xxxx Xxxx serves as Trustee.
- Xxxxx X. Xxxxx hereby consents to the entering into of
this Agreement by A. Xxxx Xxxx in his capacity as voting trustee
with respect to such shares.
(a) All shares are subject to restrictions on transfer
imposed by the Prime Charter Agreement.
4. As to CMNY Capital II, L.P., CMCO, Inc. and Xxxxxx X. Xxxxxxxx:
- 184,080 shares of common stock are owned of record and
beneficially by CMNY Capital II, L.P.;
- 15,960 shares of common stock are owned of record and
beneficially by CMCO, Inc.; and
- 15,960 shares are owned of record and beneficially by Xxxxxx
X. Xxxxxxxx.
(a) All shares are subject to restrictions on transfer
imposed by the Prime Charter Agreement.
5. As to Prime Charter Ltd. - warrants to purchase 100,000 shares of
common stock.
6. As to Xxxx and Xxxxx Xxx:
- beneficial ownership of 9,600 of common stock subject to a voting
trust agreement dated July 31, 1996, pursuant to which A. Xxxx Xxxx
serves as trustee. Xxxx and Xxxxx Xxx hereby consent to the entering
into of this Agreement by A. Xxxx Xxxx in his capacity as voting
trustee with respect to such shares. All such shares are subject to
restriction on transfer pursuant to the Xxxxxxxx Agreement and the
Prime Charter Agreement.
7. As to Xxxxx Xxxxxxx and Claridge Cinemas, Inc.:
- 7,500 shares of common stock are owned beneficially by Xxxxx
Xxxxxxx, subject to a voting trust agreement dated September 2, 1997,
pursuant to which A. Xxxx Xxxx serves as Trustee. Xxxxx Xxxxxxx hereby
consents to the entering into of this Agreement by A. Xxxx Xxxx in his
capacity as voting trustee with respect to these shares.
- 14,782 shares of common stock are owned beneficially by "Claridge
Cinemas, Inc. and Xxxxx Xxxxxxx" subject to a voting trust agreement
dated
February 13, 1998, pursuant to which A. Xxxx Xxxx serves as Trustee.
Xxxxx Xxxxxxx and Xxxxxxxx Cinemas, Inc. hereby consent to the
entering into of this Agreement by A. Xxxx Xxxx in his capacity as
voting trustee with respect to such shares.
8. As to Xxxxxxx X. Xxxx:
- 27,000 shares of common stock are owned beneficially by Xxxxxxx X.
Xxxx subject to a voting trust agreement dated June 20, 1995, pursuant
to which A. Xxxx Xxxx serves as Trustee. Xxxxxxx X. Xxxx hereby
consents to the entering into of this Agreement by A. Xxxx Xxxx in his
capacity as voting trustee with respect to such shares. All such
shares are subject to restrictions on transfer imposed by the Prime
Charter Agreements.
9. As to Xxxx Xxxxxx, F&N Cinema, Inc. and Roxbury Cinema, Inc.:
- At least 78,900 shares of common stock are owned beneficially by
Xxxx Xxxxxx, subject to voting trust agreement dated September 1, 1998
pursuant to which A. Xxxx Xxxx serves as Trustee. These shares are
currently recorded by the transfer agent as being subject to a voting
trust agreement dated May 29, 1996 between Xxxxxxx Cinemas, Inc. (now
known as Olde EC, Inc.) ("Olde EC") and A. Xxxx Xxxx as Trustee. Xxxx
Xxxxxx is the president of Olde EC. Olde EC and Xxxx Xxxxxx hereby
consent to the entering into this Agreement by A. Xxxx Xxxx in his
capacity as voting trustee with respect to such shares.
- A further 32,051 shares of common stock have been issued and are
beneficially owned by Xxxx Xxxxxx, subject to a voting trust agreement
dated April 30, 1998 pursuant to which A. Xxxx Xxxx serves as Trustee.
Xxxx Xxxxxx hereby consents to the entering into this Agreement by A.
Xxxx Xxxx in his capacity as voting trustee with respect to such
shares.
- 41,797 shares of common stock are owned beneficially by "F&N Cinema,
Inc. and Roxbury Cinema, Inc." pursuant to a voting trust agreement
dated November 21, 1997, pursuant to which A. Xxxx Xxxx serves as
Trustee. Xxxx Xxxxxx, F&N Cinema, Inc. and Roxbury Cinema, Inc. hereby
consent to the entering into of this Agreement by A. Xxxx Xxxx in his
capacity as voting trustee with respect to such shares.
10. As to Xxxx Xxxxxx:
- beneficial ownership of at least 48,300 shares of common stock,
subject to a voting trust agreement dated September 1, 1997, pursuant
to which A. Xxxx Xxxx serves as Trustee. These shares are currently
recorded by the transfer agent as being subject to a voting trust
agreement dated May 29, 1996 between Olde EC, and A. Xxxx Xxxx as
Trustee. Olde EC and Xxxx Xxxxxx hereby consent to the entering into
this Agreement by A. Xxxx Xxxx in his capacity as voting trustee with
respect to such shares.
- A further 16,026 shares of common stock have been issued and
beneficially owned by Xxxx Xxxxxx, subject to a voting trust agreement
dated April 30, 1998, pursuant to which A. Xxxx Xxxx serves as
Trustee. Xxxx Xxxxxx hereby consents to the entering into of this
Agreement by A. Xxxx Xxxx in his capacity as voting trustee with
respect to such shares.
11. As to Xxxxxx Xxxxxx:
- beneficial ownership of at least 48,300 shares of common stock,
subject to a voting trust agreement dated September 1, 1997 pursuant
to which A. Xxxx Xxxx serves as Trustee. These shares are currently
recorded by the transfer agent as being subject to a voting trust
agreement dated May 29, 1996 between Olde EC, and A. Xxxx Xxxx as
Trustee. Olde EC and Xxxxxx Xxxxxx hereby consent to the entering into
this Agreement by A. Xxxx Xxxx in his capacity as voting trustee with
respect to such shares.
- A further 16,026 shares of common stock have been issued and
beneficially owned by Xxxxxx Xxxxxx, subject to a voting trust
agreement dated April 30, 1998, pursuant to which A. Xxxx Xxxx serves
as Trustee. Xxxxxx Xxxxxx hereby consents to the entering into of this
Agreement by A. Xxxx Xxxx in his capacity as voting trustee with
respect to such shares.
(Exhibit B)
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Xxxxxx X.
Xxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxx, and each of them my proxies,
with power of substitution, to vote all shares of [title of security], par value
$__ per share, of Clearview Cinema Group, Inc., a Delaware corporation (the
"Company"), owned by the undersigned at the Special Meeting of Stockholders of
the Company to be held [insert date, time and place] and at any adjournment
thereof FOR approval and adoption of the Agreement and Plan of Merger, dated as
of August 12, 1998, by and among Cablevision Systems Corporation, a Delaware
corporation ("Parent"), CCG Holdings Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("Newco"), and the Company providing for the merger
(the "Merger") of the Company with Newco, and the Merger, and AGAINST any action
or proposal that would compete with or could serve to materially interfere with,
delay, discourage, adversely affect or inhibit the timely consummation of the
Merger. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH
TIME AS THE STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 12, 1998, AMONG CERTAIN
STOCKHOLDERS OF THE COMPANY, INCLUDING THE UNDERSIGNED, AND PARENT TERMINATES IN
ACCORDANCE WITH ITS TERMS.
Dated , 1998
(Signature of Stockholder)
(Signature of Stockholder)
(Exhibit C)
Voting Trust Agreement by and between Xxxxx X. Xxxxx and A. Xxxx Xxxx as Voting
Trustee, dated December 21, 1994.
Voting Trust Agreement by and between Xxxxxxx X. Xxxx and A. Xxxx Xxxx as
Voting Trustee, dated June 20, 1995.
Voting Trust Agreement by and between Xxxxxxx Cinema, Inc. and A. Xxxx Xxxx as
Voting Trustee, dated May 29, 1996.
Voting Trust Agreement by and among Xxxx Xxx, Xxxxx Xxx and A. Xxxx Xxxx as
Voting Trustee, dated July 31, 1996.
Voting Trust Agreement dated as of November 21, 1997 by and among F&N Cinema,
Inc., Roxbury Cinema, Inc. and A. Xxxx Xxxx, as Trustee.
Voting Trust Agreement dated as of February 13, 1998 by and between Claridge
Cinemas, Inc., Xxxxx Xxxxxxx and A. Xxxx Xxxx, as Trustee.
Voting Trust Agreement dated as of April 30, 1998 by and among Xxxx Xxxxxx,
Xxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxxx and A. Xxxx Xxxx, as
Trustee.
Voting Trust Agreement dated as of September 1, 1997 by and among Xxxx Xxxxxx
and A. Xxxx Xxxx, as Trustee.
Voting Trust Agreement dated as of September 1, 1997 by and
among Xxxx Xxxxxx and A. Xxxx Xxxx, as Trustee.
Voting Trust Agreement dated as of September 1, 1997 by and
among Xxxxxx Xxxxxx and A. Xxxx Xxxx, as Trustee.
Voting Trust Agreement dated as of September 2, 1997 by and
among Xxxxx Xxxxxxx and A. Xxxx Xxxx, as Trustee.
Separate Lock-Up Agreements dated July 21, 1997 in favor of Prime Charter Ltd
by CMNY Capital II, L.P., CMCO, Inc., Xxxxxx X. Xxxxxxxx, Olde EC, Inc.
(f/k/a Xxxxxxx Cinema, Inc., Xxxx Xxx and Xxxxx Xxx, Xxxxx X. Xxxxx, A.
Xxxx Xxxx, Xxx Xxxx, MidMark Capital L.P., and Xxxxxxx X. Xxxx.
Separate Lock-Up Agreements dated April 23, 1998 in favor of Proprietary
Convertible Investment Group, Inc. (now known as Xxxxxxxx Capital Management,
Inc.) by A. Xxxx Xxxx and Xxxx Xxx.
Registration Rights Agreement dated May 23, 1997 by and among the Company,
CMNY Capital II, L.P., MidMark Capital, L.P., Xxxxxxx Cinema, Inc., A. Xxxx
Xxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxx, Xxxx and Xxxxx Xxx and Xxxxx X.
Xxxxxx.
