Exhibit 99.5
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of August , 1997 (this
"Agreement"), is made and entered into by Ranger Holdings Corp., a Delaware
corporation ("Parent"), Ranger Acquisition Corp., a Delaware corporation and
a direct wholly owned subsidiary of Parent ("Sub"), and AT&T Corp., a New
York corporation, and AT&T Wireless Services, Inc., a Delaware corporation
and a direct wholly owned subsidiary of AT&T Corp. (collectively, the "Other
AT&T Parties"), and MMM Holdings, Inc., a Delaware corporation and a direct
wholly owned subsidiary of AT&T Wireless Services, Inc. ("Holding" and,
together with the Other AT&T Parties, the "AT&T Parties"). In addition to
the above parties, LIN Television Corporation, a Delaware corporation (the
"Company"), hereby joins in the execution and delivery of this Agreement for
purposes of Sections 2(b) and 7.
W I T N E S S E T H
WHEREAS, concurrently herewith, Parent, Sub and the Company are
entering into an Agreement and Plan of Merger (as such agreement may
hereafter be amended from time to time, the "Merger Agreement"; capitalized
terms used and not defined herein have the respective meanings ascribed to
them in the Merger Agreement), pursuant to which Sub will be merged with and
into the Company (the "Merger");
WHEREAS, Holding is the record and Beneficial Owner of 13,494,750
Shares; and
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, Parent has required that the AT&T Parties agree, and the
AT&T Parties have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to
any securities shall mean having "beneficial ownership" of such securities
(as determined pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), including pursuant to any agreement,
arrangement or understanding, whether or not in writing.
(b) "Company Common Stock" shall mean at any time the Common
Stock, par value $.01 per share, of the Company.
(c) "Person" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other
entity.
2. Provisions Concerning Company Common Stock.
(a) Each AT&T Party hereby jointly and severally agrees that
during the period commencing on the date hereof and continuing until the
first to occur of the Effective Time or termination of the Merger Agreement
in accordance with its terms, at any meeting of the holders of Company Common
Stock, however called, or in connection with any written consent of the
holders of Company Common Stock, Holding shall, in its capacity as a holder
of Company Common Stock and subject to Section 8, vote (and the Other AT&T
Parties shall cause to be voted) all of the issued and outstanding Shares
held of record or Beneficially Owned by Holding, whether heretofore owned and
held as of the date hereof or hereafter acquired, other than in connection
with the termination of the Merger Agreement in accordance with its terms
(i) in favor of the Merger, the execution and delivery by the Company of the
Merger Agreement and the approval of the terms thereof and each of the other
actions contemplated by the Merger Agreement and this Agreement and any
actions required in furtherance thereof and hereof if, but only if, a
majority of the issued and outstanding Company Common Stock not owned by
Holding that is represented in person or by proxy at any meeting of the
holders of the Company Common Stock at which the holders of a majority of the
shares of Company Common Stock not owned by Holding are present shall have
voted to approve the Merger, it being understood that in the event of any
other vote at such meeting Holding may abstain with respect to the approval
and adoption of the Merger and the Merger Agreement; (ii) against any action
or agreement that would result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or this Agreement; and (iii) except as
otherwise agreed to in writing in advance by Parent, against the following
actions (other than the Merger and the transactions contemplated by the
Merger Agreement): (A) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company or
its Subsidiaries; (B) a sale, lease or transfer of a material amount of
assets of the Company or its Subsidiaries, or a reorganization,
recapitalization, dissolution or liquidation of the Company or its
Subsidiaries; (C)(1) any change in a majority of the persons who constitute
the board of directors of the Company, provided that Holding and the Other
AT&T Parties may, at any time, change its designees to the board of directors
of the Company; (2) any change in the present capitalization of the Company
or any amendment of the Company's Certificate of Incorporation or Bylaws;
(3) any other material change in the Company's corporate structure or
business; or (4) any other action involving the Company or its Subsidiaries
which is intended, or could reasonably be expected, to materially delay or
materially adversely affect the Merger and the transactions contemplated by
this Agreement and the Merger Agreement, and during such period no AT&T Party
shall enter into any agreement or understanding with any person or entity the
effect of which would be inconsistent with or violative of the provisions and
agreements contained in this Section 2.
(b) Section 2(a) is for the benefit of, and may not be amended or
waived without the prior written consent of, the Company.
3. Irrevocable Commitment. Each AT&T Party hereby irrevocable commits
and agrees that for a period of at least two years from the Closing Date (a)
neither it nor its affiliates will acquire, in the aggregate, beneficial
ownership of 25% or more of the Company Common Stock on a fully diluted basis
and (b) it shall not cause or permit the designees of any AT&T Party or its
affiliates to constitute a majority of the Board of Directors of the Company.
4. Information Supplied by the AT&T Parties. The AT&T Parties will,
jointly and severally, indemnify and hold harmless Parent and Sub and their
respective officers, directors, controlling persons and agents against any
and all claims, losses, liabilities, damages, costs or expenses (including
reasonable attorneys' fees and expenses) that may arise out of or with
respect to the information specifically supplied by any AT&T Party for
inclusion in the Proxy Statement containing or being alleged to contain an
untrue statement of material fact or omitting or being alleged to omit to
state any material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
5. Covenants, Representations and Warranties of Each AT&T Party.
(a) Each AT&T Party hereby jointly and severally represents and
warrants to Parent as follows:
(i) Ownership of Shares. Holding is the record and
Beneficial Owner of 13,494,750 Shares and the Other AT&T Parties are
each the Beneficial Owner but not the record holder of 13,494,750
Shares. On the date hereof, such 13,494,750 Shares constitute all of
the Shares owned of record or Beneficially Owned by the AT&T Parties.
The AT&T Parties have sole voting power and sole power to issue
instructions with respect to the matters set forth in Sections 2 and
3 hereof, sole power of disposition, sole power of conversion, sole
power to demand appraisal rights and sole power to agree to all of
the matters set forth in this Agreement, in each case with respect to
13,494,750 Shares, with no material limitations, qualifications or
restrictions on such rights, subject to applicable securities laws
and the terms of this Agreement.
(ii) Organization, Standing and Power. Each of the
AT&T Parties is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
incorporation. Each AT&T Party has adequate corporate power and
authority to own its properties and carry on its business as
presently conducted. Each AT&T Party has the corporate power and
authority to enter into and perform all of such AT&T Party's
obligations under this Agreement and to consummate the transactions
contemplated hereby. There is no beneficiary or holder of a voting
trust certificate or other interest of any trust of which any AT&T
Party is trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by such AT&T Party of
the transactions contemplated hereby.
(iii) Execution, Delivery and Performance. The
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of each AT&T Party, and each
AT&T Party has taken all other actions required by law, its
Certificate of Incorporation and its Bylaws in order to consummate
the transactions contemplated by this Agreement. This Agreement has
been duly and validly executed and delivered by each AT&T Party and
constitutes the valid and binding obligation of each AT&T Party and
is enforceable in accordance with its terms, except as enforceability
may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting creditors' rights
generally.
(iv) No Conflicts. No filing with, and no permit,
authorization, consent or approval of, any state or federal public
body or authority is necessary for the execution of this Agreement by
any AT&T Party or, except for filings under the Exchange Act, the HSR
Act and the Communications Act, and the filings required under the
Merger Agreement, the consummation by each AT&T Party of the
transactions contemplated hereby, except where the failure to obtain
such consent, permit, authorization, approval or filing would not
prevent such AT&T Party from performing its obligations hereunder.
None of the execution and delivery of this Agreement by each AT&T
Party, the consummation by such AT&T Party of the transactions
contemplated hereby or compliance by such AT&T Party with any of the
provisions hereof (1) conflicts with or results in any breach of any
applicable organizational documents applicable to such AT&T Party,
(2) results in a violation or breach of, conflicts with, or
constitutes (with or without notice or lapse of time or both) a
default (or gives rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the
terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which such
AT&T Party is a party or by which such AT&T Party or any of such AT&T
Party's properties or assets may be bound, or (3) violates, subject,
with respect to consummation of the transactions contemplated hereby
or compliance with the provisions hereof, to filings under the
Exchange Act, the HSR Act and the Communications Act, and the filings
required under the Merger Agreement, any order, writ, injunction,
decree, judgment, order, statute, rule or regulation applicable to
such AT&T Party or any of such AT&T Party's properties or assets, in
each such case except to the extent that any conflict, breach,
default or violation would not prevent such AT&T Party from
performing its obligations hereunder.
(v) No Encumbrances. The Shares subject to this
Agreement and the certificates representing such Shares are held by
Holding, or by a nominee or custodian for the benefit of Holding,
free and clear of all proxies, voting trusts or agreements,
understandings or arrangements or any other encumbrances whatsoever.
(vi) No Solicitation. Until the earlier of the
Effective Time or termination of the Merger Agreement in accordance
with its terms, no AT&T Party shall, in its capacity as such a
stockholder and subject to Section 8, directly or indirectly, solicit
(including by way of furnishing information) or respond to any
inquiries or the making of any proposal by any person or entity
(other than Parent or any affiliate of Parent) with respect to the
Company that constitutes a Transaction Proposal.
(vii) Restriction on Transfer, Proxies and Non-
Interference. Until the first to occur of the Effective Time or
termination of the Merger Agreement in accordance with its terms,
Holding shall not (and the Other AT&T Parties shall not cause Holding
to) directly or indirectly: (i) offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of, any or all
of the Shares subject to this Agreement, or any interest therein;
(ii) grant any proxies or powers of attorney, deposit any Shares into
a voting trust or enter into a voting agreement with respect to any
Shares; or (iii) take any action that would make any representation
or warranty of the AT&T Parties contained herein untrue or incorrect
or have the effect of preventing or disabling any AT&T Party from
performing such AT&T Party's obligations under this Agreement.
(viii) Waiver of Appraisal Rights. Holding hereby waives
any rights of appraisal or rights to dissent from the Merger that
Holding may have pursuant to Section 262 of the Delaware General
Corporation Law.
(ix) Reliance by Parent. Each AT&T Party understands
and acknowledges that Parent is entering into, and causing Sub to
enter into, the Merger Agreement in reliance upon each AT&T Party's
execution and delivery of this Agreement.
(b) Parent hereby represents and warrants to each AT&T
Party as follows:
(i) Organization, Standing and Power. Parent
is a corporation duly formed and validly existing under the laws of
the State of Delaware, with adequate corporate power and authority to
own its properties and carry on its business as presently conducted.
Parent has the corporate power and authority to enter into and
perform all of Parent's obligations under this Agreement and to
consummate the transactions contemplated hereby.
(ii) Execution, Delivery and Performance. The
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of Parent, and Parent has taken
all other actions required by law, its Certificate of Incorporation
and its Bylaws in order to consummate the transactions contemplated
by this Agreement. This Agreement has been duly and validly executed
and delivered by Parent and constitutes the valid and binding
obligation of Parent and is enforceable in accordance with its terms,
except as enforceability may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally.
(iii) No Conflicts. No filing with, and no
permit, authorization, consent or approval of, any state or federal
public body or authority is necessary for the execution of this
Agreement by Parent or, except for filings under the HSR Act, filings
under the Communications Act, and the filings required under the
Merger Agreement, the consummation by Parent of the transactions
contemplated hereby, except where the failure to obtain such consent,
permit, authorization, approval or filing would not interfere with
Parent's ability to perform its obligations hereunder. None of the
execution and delivery of this Agreement by Parent, the consummation
by Parent of the transactions contemplated hereby or compliance by
Parent with any of the provisions hereof (1) conflicts with or
results in any breach of any applicable organizational documents
applicable to Parent, (2) results in a violation or breach of,
conflicts with, or constitutes (with or without notice or lapse of
time or both) a default (or gives rise to any third party right of
termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any
kind to which Parent is a party or by which Parent or any of Parent's
properties or assets may be bound, or (3) violates, subject, with
respect to the consummation of the transactions contemplated hereby
or compliance with the provisions hereof, to filings under the
Exchange Act, the HSR Act and the Communications Act, and the filings
required under the Merger Agreement, any order, writ, injunction,
decree, judgment, order, statute, rule or regulation applicable to
Parent or any of Parent's properties or assets, in each such case
except to the extent that any conflict, breach, default or violation
would not interfere with the ability of Parent to perform its
obligations hereunder.
6. Stop Transfer. Each AT&T Party agrees with, and covenants
to, Parent that Holding shall not (and the Other AT&T Parties shall not cause
Holding to) request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of
Holding's Shares, if such transfer is in violation of this Agreement
(including the provisions of Section 2 hereof). In the event of a stock
dividend or distribution, or any change in the Company Common Stock by reason
of any stock dividend, split-up, recapitalization, combination, exchange of
shares or the like, the term "Shares" shall be deemed to refer to and include
the Shares as well as all such stock dividends and distributions and any
shares into which or for which any or all of the Shares may be changed or
exchanged.
7. Termination. Except as otherwise provided herein, the
covenants and agreements contained herein with respect to the Shares shall
terminate upon the termination of the Merger Agreement in accordance with its
terms by Parent or the Company.
8. Directors Actions. Notwithstanding anything in this
Agreement to the contrary, the covenants and agreements set forth herein
shall not prevent any designees of the AT&T Parties serving on the Company's
Board of Directors from taking any action, subject to the applicable
provisions of the Merger Agreement, while acting in such designee's capacity
as a director of the Company.
9. Miscellaneous.
(a) Assignment. Each AT&T Party agrees that this
Agreement and the obligations hereunder shall attach to Holding's Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Shares shall pass, whether by operation of law or
otherwise. Notwithstanding any transfer of Shares, the transferor shall
remain liable for the performance of all obligations under this Agreement of
the transferor.
(b) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
parties hereto.
(c) Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly received if so given) by hand delivery,
telegram, telex or telecopy, or by mail (registered or certified mail,
postage prepaid, return receipt requested) or by any courier service, such as
Federal Express, providing proof of delivery. All communications hereunder
shall be delivered to the respective parties at the following addresses:
If to the AT&T Corp.
AT&T Parties: 000 Xxxxxxxxxx Xxxx
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Attn: Corporate Secretary
Telecopy: (000) 000-0000
If to Parent Ranger Holdings Corp.
or Sub: c/o Hicks, Muse, Xxxx
& Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxxx X. Xxxxxx, Xx.
Telecopy: (000) 000-0000
copy to: Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
If to the Company: LIN Television Corporation
Four Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attn: President
Telecopy: (000) 000-0000
copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(d) Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and
this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any
provision had never been contained herein.
(e) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or
agreements contained in this Agreement will cause the other party to sustain
damages for which it would not have an adequate remedy at law for money
damages, and therefore each of the parties hereto agrees that in the event of
any such breach the aggrieved party shall be entitled to the remedy of
specific performance of such covenants and agreements and injunctive and
other equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
(f) Remedies Cumulative. All rights, powers and
remedies provided under this Agreement or otherwise available in respect
hereof at law or in equity shall be cumulative and not alternative, and the
exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.
(g) No Waiver. The failure of any party hereto to
exercise any right, power or remedy provided under this Agreement or
otherwise available in respect hereof at law or in equity, or to insist upon
compliance by any other party hereto with its obligations hereunder, and any
custom or practice of the parties at variance with the terms hereof, shall
not constitute a waiver by such party of its right to exercise any such or
other right, power or remedy or to demand such compliance.
(h) No Third Party Beneficiaries. Except as provided in
Section 2(b), this Agreement is not intended to be for the benefit of, and
shall not be enforceable by, any person or entity who or which is not a party
hereto.
(i) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.
(j) Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of this Agreement.
(k) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, Parent, Sub and each AT&T Party have
caused this Agreement to be duly executed as of the day and year first above
written.
RANGER HOLDINGS CORP.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
RANGER ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
AT&T CORP.
By: /s/ X.X. Xxxxx
Name: X.X. Xxxxx
Title: Vice President
AT&T WIRELESS SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title:
MMM HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title:
AGREED TO AND ACKNOWLEDGED
(with respect to Sections 2(b) and 7 hereof and for
purposes of acknowledging its consent hereto):
LIN TELEVISION CORPORATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
