AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement, dated as of March 17, 1997 (this
"Supplement"), is by and between Heritage Media Corporation, a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation (the "Rights Agent"), and amends that certain Rights Agreement,
dated August 15, 1994 (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company desires to enter into that
certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the
Company, The News Corporation Limited ("News Corp.") and HMC Acquisition
Corporation, a wholly owned subsidiary of News Corp. (the "Acquisition
Subsidiary"), pursuant to the Company will merge (the "Merger") with and into
the Acquisition Subsidiary, and each of the outstanding shares of the Company's
common stock will be converted into the right to receive American Depositary
Shares of News. Corp.; and
WHEREAS, in order to consummate the Merger, the Board of Directors desires
to amend the Rights Agreement so that neither News Corp. nor the Acquisition
Subsidiary will become an "Acquiring Person" as a result of the Merger and,
therefore, the rights will not become exercisable; and
WHEREAS, this Amendment is a condition to News Corp.'s and the Acquisition
Subsidiary's execution and delivery of the Merger Agreement;
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Rights Agreement is hereby amended in the following respects:
Section 1(a) is hereby amended by adding the following sentence
to the end of the definition of "Acquiring Person":
"Notwithstanding the foregoing, neither The News Corporation
Limited nor HMC Acquisition Corp. shall be Acquiring Persons
as a result of the execution of the Agreement and Plan of
Merger dated March 16, 1997 by and among the Company and
such corporation or the consummation of the transactions
contemplated thereby."
Section 25 is hereby amended by adding the following sentence to
the end of such section:
Notwithstanding the foregoing, the notice of the merger
contemplated by the Agreement and Plan of Merger dated March
16, 1997 by and among the Company, The News Corporation
Limited and HMC Acquisition Corp. may be delivered to the
stockholders of the Company by the delivery of the notice of
special meeting and related proxy statement for the special
meeting of stockholders in which the proposed merger will be
submitted to the Company's stockholders for approval.
A new Section 35 is hereby added:
This Agreement and the Rights established hereby will terminate
in all respects upon the consummation of the merger contemplated by
the Agreement and Plan of Merger dated March 16, 1997 by and among the
Company, The News Corporation Limited and HMC Acquisition Corp.
2. By the execution of this Amendment, the Company hereby gives notice to the
Rights Agent of the Merger as required under Section 25 of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be affixed and attested,
all as of the day and year first above written.
HERITAGE MEDIA CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
President
Attest:
By: /s/ Xxxxx X. Xxxx
--------------------------------
Xxxxx X. Xxxx
Senior Vice President and
Assistant Secretary
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THE BANK OF NEW YORK,
as Rights Agent
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
Attest:
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Assistant Treasurer
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