Exhibit 7(d)
Tele-Communications, Inc. Liberty Media Corporation
5619 DTC Parkway 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxx, Xxxxxxxx 00000
March 5, 1999
Xx. Xxxx X. Xxxxxx
Xx. Xxxxxx Xxxxxx
Mr. Xxxx Xxxxxxx
Xx. Xxx Xxxxxxx
Xxxxxxx Securities LLC
Xxxxxxx FT Investment Company, LLC
The Xxx Xxxxxxx Family Foundation
The Xxxx Xxxxxxx Family Foundation
c/o Tele-Communications, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Stockholders' Agreement, dated as of February
9, 1998, among TCI, Xxxx X. Xxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxxx, both in any
Representative Capacity and individually, Xxx Xxxxxxx, both in any
Representative Capacity and individually, the Estate of Xxx Xxxxxxx and the
Estate of Xxxxx Xxxxxxx (the "Stockholders' Agreement"). As you know, after the
original execution of the Stockholders' Agreement, Xxxxxxx Securities LLC,
Xxxxxxx FT Investment Company, LLC, The Xxx Xxxxxxx Family Foundation and The
Xxxx Xxxxxxx Family Foundation were each added as a party and a member of the
"Xxxxxxx Group." Capitalized terms used but not expressly defined in this letter
have the meanings given to them in the Stockholders' Agreement. Section
references in this letter are to Sections of the Stockholders' Agreement.
The purpose of this letter is to confirm and clarify the following:
1. Each of you consents to the assignment by TCI to Liberty Ventures
Group LLC, a Delaware limited liability company ("LVG"), and the subsequent
assignment by LVG to Liberty Media Corporation, a Delaware corporation ("LMC"),
of all of TCI's rights, interests and obligations under the Stockholders'
Agreement, and agrees that upon such assignments TCI shall have no further
rights or obligations under the Stockholders' Agreement.
2. TCI agrees with each of you that if, for any reason, the
Agreement and Plan of Restructuring and Merger, dated as of June 23, 1998, among
TCI, AT&T Corp., a New York corporation ("AT&T"), and Italy Merger Corp., a
Delaware corporation and a wholly owned subsidiary of AT&T ("MergerSub"),
terminates without consummation of the merger of MergerSub into TCI contemplated
thereby (the "Merger"), the assignments described in paragraph 1 will be
rescinded.
3. From and after the Merger (and after giving effect to the
assignments provided for above), the Stockholders' Agreement will continue in
effect in accordance with its terms and the following:
(a) References to "TCI" will be references to LMC and any successor (by
merger, consolidation, sale, transfer, exchange, or otherwise) to all or
substantially all of its business and assets, other than a Spin-Off Company (LMC
and any such successor being referred to herein as "Liberty").
(b) The definition of the term "Director Votes" is deleted from Exhibit A
to the Stockholders' Agreement.
(c) The term "Company" will mean (i) Liberty if and while common stock of
which it is the issuer is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, or (ii) any "Spin-Off Company" if
and while common stock of which it is the issuer is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and a
majority of Liberty's directors then in office constitute a majority of the
Board of Directors of such Spin-Off Company.
(d) The term "High Vote Share" will mean:
(i) the Class B Liberty Media Group Common Stock, par value $1.00 per
share, of AT&T and any capital stock into which such stock may be
changed (whether as a result of a recapitalization,
reorganization, merger, consolidation, share exchange, stock
dividend or other transaction or event) (the "LMCB-Common"), and
(ii) common stock of any class or series issued by Liberty or any
Spin-Off Company that entitles the holders to greater voting
power per share than the voting power per share to which holders
of some other class or series of common stock of such issuer are
entitled with respect to significant matters (such as the
election of directors) as to which the holders of outstanding
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shares of both classes or series vote together (with each other
or with each other and one or more other classes or series of
common stock of that issuer).
(e) The term "Low Vote Stock" will mean:
(i) the Class A Liberty Media Group Common Stock, par value $1.00 per
share, of AT&T and any capital stock into which such stock may be
changed (whether as a result of a recapitalization,
reorganization, merger, consolidation, share exchange, stock
dividend or other transaction or event) (the "LMCA-Common"), and
(ii) common stock of any class or series issued by Liberty or any
Spin-Off Company that entitles the holders to lesser voting
power per share than the voting power per share to which holders
of some other class or series of common stock of such issuer are
entitled with respect to significant matters (such as the
election of directors) as to which the holders of outstanding
shares of both classes or series vote together (with each other
or with each other and one or more other classes or series of
common stock of that issuer).
(c) The term "Spin-Off Company" shall mean any corporation or limited
liability company which initially is a subsidiary of Liberty, which succeeds to
substantially all of the businesses and assets of Liberty and which is then
"spun-off" to either Liberty shareholders (if Liberty then has common stock
which is registered under Section 12(b) or 12(g) of the Securities Exchange Act
of 1934, as amended) or the holders of the LMCA-Common and the LMCB-Common.
If the foregoing accurately expresses our understanding, please sign
and return the enclosed counterpart of this letter.
Sincerely,
TELE-COMMUNICATIONS, INC.
By:
---------------------------------
Xxxxxxx X. Xxxxx
Executive Vice President,
Secretary and General Counsel
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LIBERTY VENTURES GROUP LLC
By:
---------------------------------
Xxxxxxx X. Xxxxx
Vice President
LIBERTY MEDIA CORPORATION
By:
---------------------------------
Xxxxxxx X. Xxxxx
Vice President
Confirmed:
ESTATE OF XXXXX XXXXXXX
By:
-------------------------- ---------------------------------
XXXX X. XXXXXX Xxx Xxxxxxx, Personal Representative
--------------------------
XXXXXX XXXXXX ESTATE OF XXX XXXXXXX
By:
---------------------------------
-------------------------- Xxx Xxxxxxx, Personal
XXX XXXXXXX, individually Representative
and as Trustee of the
Xxxxxxx Family Irrevocable By:
Trusts and the Xxxxxxx ---------------------------------
Issue GST Trusts Xxxx Xxxxxxx, Personal
Representative
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__________________________
XXXX XXXXXXX, individually XXXXXXX SECURITIES LLC
and as Trustee of the
Xxxxxxx Family Irrevocable
Trusts and the Xxxxxxx By:
Issue GST Trusts ---------------------------------
Xxx Xxxxxxx, Manager
XXXXXXX FT INVESTMENT COMPANY, LLC
By:
---------------------------------
Xxx, Magness, Manager
THE XXX XXXXXXX FAMILY FOUNDATION
By:
---------------------------------
Xxx Xxxxxxx, President
THE XXXX XXXXXXX FAMILY FOUNDATION
By:
---------------------------------
Xxxx Xxxxxxx, President
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