-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PqU+dkv/SZ2NR2aeED8qd+8O7Ql6l9XUinllcv+hgwIpHGIsIx6kKZgllZoOfRhe FrAV6gtwi6eN+9d5SPOBVQ== 0000909518-99-000713.txt : 19991210 0000909518-99-000713.hdr.sgml : 19991210 ACCESSION NUMBER: 0000909518-99-000713 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY IMAGES INC CENTRAL INDEX KEY: 0001047202 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980177556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53603 FILM NUMBER: 99771694 BUSINESS ADDRESS: STREET 1: 701 34TH AVENUE N SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98103 BUSINESS PHONE: 2066953400 MAIL ADDRESS: STREET 1: 701 34TH AVENUE N SUITE 400 CITY: SEATTLE STATE: WA ZIP: 98103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GETTY INVESTMENTS LLC CENTRAL INDEX KEY: 0001056213 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: STE 262 CITY: RENO STATE: NV ZIP: 89502-3240 BUSINESS PHONE: 7023480111 MAIL ADDRESS: STREET 1: 1325 AIRMOTIVE WAY STREET 2: STE 262 CITY: RENO STATE: NV ZIP: 89502-3240 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) GETTY IMAGES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 374276 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Jan D. Moehl Getty Investments L.L.C. 1325 Airmotive Way, Suite 262 Reno, Nevada 89502-3420 (702) 348-0111 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Mark J. Jenness Getty Investments L.L.C. 1325 Airmotive Way, Suite 262 Reno, Nevada 89502-3420 (702) 348-0111 November 22, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| (Continued on following pages) (Page 1 of 11 Pages) MP\1tz705.DOC - -------------------------------------------- CUSIP No. 374276 10 3 13D -------------------------------- - -------------------------------------------- - -------- ----------------------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Getty Investments L.L.C. - -------- ----------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |X| - -------- ----------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------- ----------------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------- ----------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------ ------- ----------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 9,620,043 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------------ ------- ----------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,145,204 - ------------------------------ ------- ----------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 9,620,043 - ------------------------------ ------- ----------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------- ----------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,765,247 - -------- ----------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X| - -------- ----------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.8% - -------- ----------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------- -----------------------------------------------------------------------------------------------------------------------
Page 2 of 11 Pages ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Amendment No. 1 to Schedule 13D (this "Amendment") relates is the shares of common stock, par value $0.01 per share ("Shares"), of Getty Images, Inc., a Delaware corporation ("Issuer"). The principal executive offices of the Issuer are located at 701 N. 34th Street, Suite 400, Seattle, Washington 98103. ITEM 2. IDENTITY AND BACKGROUND. This Amendment is being filed by Getty Investments L.L.C., a Delaware limited liability company ("Getty Investments") in connection with its purchase of 1,579,353 newly issued Shares from Issuer. The principal offices of Getty Investments are located at 1325 Airmotive Way, Suite 262, Reno, Nevada 89502-3240. Getty Investments was formed with the objective of investing in Getty Communications plc ("Getty Communications"), a public limited company organized under the laws of England and Wales and the predecessor of Issuer. Through the transaction described in Item 3 below, Getty Investments increased its existing investment in Issuer. The members of Getty Investments are four Getty family trusts (the "Getty Trusts") and Transon Ltd., the successor in interest to 525 Investments Limited. The Getty Trusts are the Cheyne Walk Trust, the Ronald Family Trust A, the Ronald Family Trust B and the Gordon P. Getty Family Trust. The Getty Trusts own, collectively, 89.29% of the membership interests of Getty Investments, with the Cheyne Walk Trust, the Ronald Family Trust A, the Ronald Family Trust B and the Gordon P. Getty Family Trust owning 42.35%, 18.75%, 15.69% and 12.5%, respectively. The remaining 10.71% interest in Getty Investments is held by Transon Ltd. Getty Investments is governed by the Restated Limited Liability Company Agreement, dated as of February 9, 1998 (the "Getty Investments Company Agreement"), among the Getty Trusts and 525 Investments Limited, as amended by an Agreement and Waiver, dated as of October 26, 1999. The Getty Investments Company Agreement provides that the board of directors of Getty Investments will consist of six directors. One director will be appointed by each of the four Getty Trusts. In addition, the members of Getty Investments agree to appoint one person nominated by each of the October 1993 Trust and Crediton Limited. The October 1993 Trust is a trust established by Mark H. Getty, the son of Sir J. P. Getty and Executive Chairman of Issuer and Chairman of Getty Investments. Mark H. Getty and his immediate family are the beneficiaries of the October 1993 Trust. The JD Klein Family Settlement, the successor in interest to Crediton Limited, is a trust established by Jonathan D. Klein, Chief Executive Officer of Issuer, for the benefit of himself and his immediate family. Under the Getty Investments Company Agreement, the members of Getty Investments also agree to appoint the director nominated by the October 1993 Trust as the Chairman of Getty Investments. Mark H. Getty has been appointed a director and Chairman of Getty Investments on behalf of the October Page 3 of 11 Pages 1993 Trust, and Jonathan D. Klein has been appointed a director of Getty Investments on behalf of the JD Klein Family Settlement. Decisions at meetings of the board of directors of Getty Investments require a simple majority of the total number of directors, i.e., four directors. There are currently no voting arrangements whereby one member of Getty Investments can control a majority of the directors of the board of Getty Investments. The directors and executive officers of Getty Investments are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. During the last five years, neither Getty Investments nor any person named in Schedule I attached hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended to include the following: On November 22, 1999, Getty Investments acquired 1,579,353 Shares for $32 million in cash pursuant to the Subscription Agreement, dated as of October 26, 1999 (the "Subscription Agreement"), between Getty Investments and Issuer. The funds for the purchase of Shares pursuant to the Subscription Agreement were supplied to Getty Investments as capital contributions by certain of the members of Getty Investments. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended to include the following: Getty Investments has acquired the Shares to which this Amendment relates for the purpose of making an investment in Issuer. Page 4 of 11 Pages Getty Investments from time to time intends to review its investment in Issuer on the basis of various factors, including Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for Issuer's securities in particular, as well as other developments and other investment opportunities. Based upon such review, Getty Investments will take such actions in the future as Getty Investments may deem appropriate in light of the circumstances existing from time to time. If Getty Investments believes that further investment in Issuer is attractive, whether because of the market price of Issuer's securities or otherwise, it may acquire Shares either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, Getty Investments may determine to dispose of some or all of the Shares currently owned by Getty Investments or otherwise acquired by Getty Investments either in the open market or in privately negotiated transactions. ITEM 5. INTEREST IN SECURITIES OF ISSUER. Based on the most recent information available to Getty Investments, Getty Investments is deemed to beneficially own the number of Shares and the percentage of outstanding Shares listed in the responses to Items 11 and 13, respectively, on the cover page filed herewith, and such responses are incorporated by reference herein. In addition, the number of Shares with respect to which Getty Investments (i) has sole voting power, (ii) shares voting power, (iii) has sole dispositive power, and (iv) shares dispositive power, are listed in the responses to Items 7, 8, 9, and 10, respectively, on the cover page filed herewith, and such responses are incorporated by reference herein. The following individuals listed on Schedule I attached hereto, are beneficial owners of Shares, with respect to all of which Getty Investments disclaims beneficial ownership: Mark H. Getty is the beneficial owner of 1,162,654 Shares, by virtue of his right to acquire, within sixty (60) days after the date of this Amendment, such Shares pursuant to the exercise of options outstanding under the Getty Images Stock Incentive Plan or the Getty Communications plc Executive Share Option Plan. He has sole power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) all such Shares. Mark H. Getty may also be deemed to be the beneficial owner of 622,602 Shares held by Abacus (C.I.) Limited as Trustee of the October 1993 Trust. Jonathan D. Klein is the beneficial owner of 900 Shares, as well as an additional 1,162,654 Shares by virtue of his right to acquire, within sixty (60) days after the date of this Amendment, such Shares pursuant to the exercise of options outstanding under the Getty Images Stock Incentive Plan or the Getty Communications plc Executive Share Option Plan. He has sole power to vote (or direct the vote of) and sole power to dispose (or direct the disposition of) all such Shares. Jonathan D. Klein may also be deemed to be the beneficial owner of 522,602 Shares held by Abacus Trust Company (Isle of Man) as Trustee of the JD Klein Family Settlement. Page 5 of 11 Pages Andrew S. Garb is the beneficial owner of 10,000 Shares. He has sole power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) all such Shares. William A. Newsom is the beneficial owner of 1,000 Shares. He has sole power to vote (or direct the vote of) and sole power to dispose (or direct the disposition of) all such Shares. During the past 60 days, he disposed of 2,000 additional Shares of which he was the beneficial owner. Thomas E. Woodhouse is the beneficial owner of no Shares. During the past 60 days, he disposed of 2,500 Shares, such Shares constituting all of the Shares of which he was the beneficial owner. Jan D. Moehl is the beneficial owner of 21,000 Shares. He has sole power to vote (or direct the vote of) and power to dispose of (or direct the disposition of) 10,000 of such Shares. He shares, with Kathleen W. Moehl, power to vote (or direct the vote of) and sole power to dispose of (or direct the disposition of) 11,000 of such Shares. As described in Item 6 of the original Schedule 13D, Jan D. Moehl has pledged 10,000 Shares to the Trustees of the Cheyne Walk Trust as security for a five-year fully amortizing loan made to acquire such Shares. Except as described herein, neither Getty Investments nor any party referred to above, has acquired or disposed of, or entered into any other transaction with respect to, any Shares during the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER. Item 6 is amended to include the following: Getty Investments entered into the following agreements and arrangements in connection with the purchase of the Shares to which this Amendment relates. (The summaries below do not purport to be complete and are subject, and qualified in their entirety by reference, to all the terms and provisions contained within the actual agreements.) A. SUBSCRIPTION AGREEMENT In the Subscription Agreement, Getty Investments agreed to subscribe for, and Issuer agreed to issue to Getty Investments, 1,579,353 Shares for an aggregate consideration of $32,000,000. The foregoing description of the Subscription Agreement is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 8. B. AMENDMENT TO REGISTRATION RIGHTS AGREEMENT In connection with the consummation of the purchase of the Shares to which this Amendment relates, Issuer and Getty Investments entered into the First Amendment to Registration Rights Agreement, dated as of November Page 6 of 11 Pages 22, 1999, between Issuer and Getty Investments, whereby the Shares which are the subject of this Amendment were granted the benefits of the Getty Investments Registration Rights Agreement, which is described in the original Schedule 13D. The foregoing description of the First Amendment to Registration Rights Agreement is qualified in its entirety by reference to such amendment, a copy of which is attached hereto as Exhibit 9. C. INDEMNITY AGREEMENT In connection with the consummation of the purchase of the Shares to which this Amendment relates, Issuer, Getty Investments and the Investors named therein (collectively, with Getty Investments, the "Investors") entered into the Getty Investments Indemnity Agreement, dated as of November 22, 1999, whereby Issuer agreed to indemnify and hold harmless the Investors against any losses, claims, damages or liabilities to which the Investors may become subject, arising directly or indirectly out of any preliminary prospectus, prospectus, registration statement, circular and any amendment or supplement thereto (including any exhibits to any of the foregoing documents), filed, distributed or used at any time in connection with the offering, issuance and sale of Shares pursuant to a Registration Statement on Form S-3, as amended (Registration No. 333-88009), and a related Registration Statement on Form S-3 to register additional Shares pursuant to Rule 462(b) of the Securities Act of 1933, as amended (Registration No. 333-91097). Issuer further agreed to reimburse the Investors for any legal or other expenses reasonably incurred by the Investors in connection with investigating or defending any actual or threatened legal action, claim, proceeding or investigation in respect thereof as such expenses are incurred. The foregoing description of the Indemnity Agreement is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 10. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
DESCRIPTION EXHIBIT NUMBER - ----------- -------------- Subscription Agreement, dated February 9, 1998, by and between Getty Investments L.L.C. and 1* Getty Images, Inc. Stockholders' Agreement, dated as of February 9, 1998, by and among (i) Getty Images, Inc., (ii) 2* Getty Investments, L.L.C., Mark Getty, Jonathan Klein, Crediton Limited and the October 1993 Trust and (iii) PDI, L.L.C., Mark Torrance and Wade Torrance Page 7 of 11 Pages The Restated Getty Parties' Shareholders Agreement, dated as of February 9, 1998, among Getty 3* Investments L.L.C., Abacus (C.I.) Ltd. as the Trustee of the October 1993 Trust, Crediton Limited, Mark H. Getty and Jonathan D. Klein Registration Rights Agreement, dated February 9, 1998, between Getty Images, Inc. and Getty 4* Investments L.L.C. Restated Option Agreement, dated February 9, 1998, by and between Getty Investments L.L.C., 5* Getty Images, Inc. and Getty Communications plc Pledge Agreement, dated June 28, 1996, by and between Jan D. Moehl and the Trustees of the 6* Cheyne Walk Trust Indemnity Agreement, dated as of November 22, 1999, by and among Getty Images, Inc. and the 7* Investors named therein Subscription Agreement, dated October 26, 1999, by and between Getty Investments L.L.C. and Getty 8 Images, Inc First Amendment to Registration Rights Agreement, dated as of November 22, 1999, between Getty 9 Images, Inc. and Getty Investments L.L.C. Getty Investments Indemnity Agreement, made as of November 22, 1999, between Getty Images, Inc. 10 and the Investors named therein
- ---------------------- * Previously filed as exhibit to Schedule 13D by Getty Investments on November 19, 1999. Page 8 of 11 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct. December 9, 1999 GETTY INVESTMENTS L.L.C. By: /s/ Jan D. Moehl ---------------------------- Name: Jan D. Moehl Title: Officer Page 9 of 11 Pages SCHEDULE I The name and present principal occupation of each of the executive officers and directors of Getty Investments L.L.C. are set forth below. Unless otherwise noted, each of these persons are United States citizens. Their respective business addresses are set forth below.
POSITION WITH GETTY NAME INVESTMENTS PRINCIPAL OCCUPATION ---- ----------- -------------------- Mark H. Getty Chairman of the Board, Executive Chairman of the Board of (Irish citizenship) Director Getty Images, Inc. 701 N. 34th Street, Suite 400 Seattle, Washington 98103 Jonathan D. Klein Director Chief Executive Officer of Getty Images, Inc. (United Kingdom citizenship) 701 N. 34th Street, Suite 400 Seattle, Washington 98103 Andrew S. Garb Director Attorney Loeb & Loeb 1000 Wilshire Boulevard, Suite 1800 Los Angeles, CA 90017 William A. Newsom Director President Newsom Investments Ltd. 3717 Buchanan Street, Second Floor San Francisco, CA 94123 Christopher R. Getty Director President Peak LLC 126 East 56th Street, 24th Floor New York, NY 1022 Thomas E. Woodhouse Director Administrator Gordon P. Getty Family Trust Ronald Family Trust A 1325 Airmotive Way, Suite 264 Reno, NV 89502 Jan D. Moehl Officer Chief Operating Officer Cheyne Walk Trust 1325 Airmotive Way, Suite 262 Reno, NV 89502
Page 10 of 11 Pages EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 1* Subscription Agreement, dated February 9, 1998, by and between Getty Investments and Issuer 2* Stockholders' Agreement, dated as of February 9, 1998, by and among (i) Getty Images, Inc., (ii) Getty Investments L.L.C., Mark Getty, Jonathan Klein, Crediton Limited and the October 1993 Trust and (iii) PDI, L.L.C., Mark Torrance and Wade Torrance 3* The Restated Getty Parties' Shareholders Agreement, dated as of February 9, 1998, among Getty Investments L.L.C., Abacus (C.I.) Ltd. as the Trustee of the October 1993 Trust, Crediton Limited, Mark H. Getty and Jonathan D. Klein 4* Registration Rights Agreement, dated February 9, 1998, between Getty Images, Inc. and Getty Investments L.L.C. 5* Restated Option Agreement, dated February 9, 1998, by and between Getty Investments L.L.C., Getty Images, Inc. and Getty Communications plc 6* Pledge Agreement, dated June 28, 1996, by and between Jan D. Moehl and The Trustees of the Cheyne Walk Trust 7* Indemnity Agreement, dated as of November 22, 1999, by and among Getty Images, Inc. and the Investors named therein 8 Subscription Agreement, dated October 26, 1999, by and between Getty Investments and Issuer 9 First Amendment to Registration Rights Agreement, dated as of November 22, 1999, between Getty Images, Inc. and Getty Investments L.L.C. 10 Getty Investments Indemnity Agreement, made as of November 22, 1999, between Getty Images, Inc. and the Investors named therein - ---------------------- * Previously filed as exhibit to Schedule 13D by Getty Investments on November 19, 1999. EX-99 2 EX-8 Exhibit 8 --------- Getty Investments L.L.C. 1325 Airmotive Way, Suite 262 Reno, Nevada 89502 October 26, 1999 Getty Images, Inc. 701 North 34th Street Seattle, Washington 98103 Dear Sirs: Getty Investments L.L.C., a limited liability company organized under the laws of the State of Delaware ("Getty Investments"), hereby subscribes for and offers to purchase, upon and subject to the conditions set forth below, 1,579,353 validly issued, fully paid and nonassessable shares (the "Shares") of Common Stock, par value $0.01 per share ("Common Stock"), of Getty Images, Inc., a Delaware corporation ("Getty Images"), and to pay therefor in lawful money U.S. $32,000,000 in the aggregate (the "Purchase Price"), by wire transfer in immediately available funds. The Purchase Price shall be payable on the business day preceding the Closing Date (as defined in the Stock Purchase Agreement, dated as of September 20, 1999, among Getty Images, Eastman Kodak Company and Kodak S.A.). The obligations of Getty Investments to subscribe for, and the obligations of Getty Images to issue to Getty Investments, the Shares pursuant to this agreement shall be subject to: (i) the execution and delivery by Getty Images and Getty Investments of an amendment to the Registration Rights Agreement, dated as of February 9, 1998, between Getty Images and Getty Investments, pursuant to which the Shares shall be entitled to the benefits of the Registration Rights Agreement; (ii) the execution and delivery by Getty Images, Getty Investments and the Investors named therein of an Indemnity Agreement in the form to be agreed to by the parties in good faith, but substantially in the form of the Indemnity Agreement delivered by Getty Images to Getty Investments in connection with the issuance by Getty Images of its 4.75% Convertible Subordinated Notes due 2003; and (iii) Getty Investments having received a legal opinion from Weil, Gotshal & Manges LLP, counsel to Getty Images, in a form agreed to by the parties but addressing the following matters as to Getty Images: (a) due organization, valid existence and good standing, (b) corporate power and authority to execute this letter agreement and perform its obligations hereunder, (c) due execution and delivery, (d) enforceability (subject to customary MP\1%@401.DOC 2 exceptions), (e) due authorization and valid issuance of the Shares, (f) that the execution and delivery of this agreement and the issuance of the Shares will not conflict with any constitutional or material agreement of Getty Images, (g) that the execution and delivery of this agreement and the issuance of the Shares will not conflict with or violate any law or governmental order, (h) that the execution and delivery of this agreement and the issuance of the Shares will not require any consent, approval or filing, and (i) that it will not be necessary to register the Shares under the Securities Act. (iv) the expiration or early termination of any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Getty Investments hereby represents and warrants to Getty Images that: (a) it understands and acknowledges that the issuance and subscription of the Shares pursuant to this letter agreement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and that the Shares will be issued to it in a transaction that is exempt from the registration requirements of the Securities Act in reliance upon the representations and warranties of Getty Investments in this agreement. It understands and acknowledges that the Shares cannot be offered or resold within the United States or to or for the account or benefit of U.S. persons except pursuant to registration under the Securities Act or an available exemption from registration and it agrees that it shall not resell the Shares except in compliance with applicable securities laws; (b) it is purchasing the Shares for its own account for investment and not with a view to, or for resale in connection with, the distribution hereof, and it has no present intention of distributing any of the Shares; (c) it understands and acknowledges that all certificates representing the Shares shall bear, in addition to any other legends required under applicable securities laws, the following legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The shares have been acquired by the holder not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act and may not be sold, pledged or otherwise transferred except in accordance with an exemption from the registration requirements of the Securities Act." (d) it is an accredited investor within the meaning of Regulation D under the Securities Act and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of its investment in the Shares pursuant to this agreement; 3 (e) it has the financial ability to bear the economic risk of its investment in the Shares pursuant to this agreement, it is aware that it may be required to bear the economic risk of its investment in the Shares for an indefinite period of time, and it has no need for liquidity with respect to its investment therein at this time; and (f) the Shares were not offered or sold to Getty Investments by any form of general solicitation or general advertising. This letter agreement shall be governed by the laws of the State of New York and shall only be amended by written consent of Getty Investments and Getty Images. Please confirm the above and accept this offer by signing in the space provided below. Very truly yours, Getty Investments L.L.C. By: /s/ Jan D. Moehl --------------------------------- Jan D. Moehl Officer Accepted and confirmed as of October 28, 1999 Getty Images, Inc. By: /s/ Suzanne L. Page ------------------------------------ Name: Suzanne L. Page Title: General Counsel EX-99 3 EX-9 Exhibit 9 --------- FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of November 22, 1999 (the "Amendment"), between Getty Images, Inc., a Delaware corporation (the "Company"), and Getty Investments L.L.C., a Delaware limited liability company ("Getty Investments"). RECITALS WHEREAS, the Company and Getty Investments entered into a Registration Rights Agreement, dated as of February 9, 1998 (the "Registration Rights Agreement"), pursuant to which Getty Investments was granted certain registration rights with respect to shares of Company Common Stock issued to Getty Investments pursuant to the Scheme of Arrangement and the Subscription Agreement; WHEREAS, the Company and Getty Investments have entered into a letter agreement, dated October 26, 1999 (the "1999 Subscription Agreement"), pursuant to which Getty Investments has agreed to subscribe for, and the Company has agreed to issue, 1,579,353 shares of Company Common Stock; WHEREAS, it is a condition to the consummation of the 1999 Subscription Agreement that the Company and Getty Investments enter into this Amendment; WHEREAS, Getty Investments is the holder of all the Registerable Shares, and therefore Getty Investments and the Company have the power to amend the Registration Rights Agreement pursuant to Section 3.09 thereof; and WHEREAS, terms used but not otherwise defined herein shall have the respective meanings set forth in the Registration Rights Agreement. NOW THEREFORE, in consideration of the mutual promises, representations, warranties and conditions contained herein, the parties agree as follows: 1. Amendment of Registration Rights Agreement. The defined term "Registerable Securities" set forth in Section 1.01 of the Registration Rights Agreement is hereby amended and replaced in full with the following: "`Registrable Securities' shall mean (a) any Company Common Stock issued pursuant to the Scheme of Arrangement, the Subscription Agreement or that letter agreement dated October 26, 1999 by Getty Investments to the Company relating to the subscription by Getty Investments of 1,579,353 shares of Company Common Stock, or (b) any securities which may be issued or distributed in respect thereof by way of stock dividend or stock split or other distribution, exchange, recapitalization or reclassification. For purposes of this Agreement, any Registrable Securities shall cease to be Registrable MP\1%9q01.DOC Securities when (i) a Registration Statement which respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (ii) such Registrable Securities are sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned, or (iii) such Registrable Securities shall have ceased to be outstanding." 2. Full Force and Effect. Except as modified hereby, the Registration Rights Agreement shall remain in full force and effect. The term "Agreement" used in the Registration Rights Agreement shall for all purposes therein refer to the Registration Rights Agreement as amended by this Amendment. 3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date hereof. Getty Images, Inc. By: /s/ Suzanne L. Page --------------------------------------- Name: Suzanne L. Page Title: General Counsel Getty Investments L.L.C. By: /s/ Jan D. Moehl --------------------------------------- Jan D. Moehl Officer EX-99 4 EX-11 Exhibit 11 ---------- GETTY INVESTMENTS INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is made as of November 22, 1999 BETWEEN: (1) GETTY IMAGES, INC., a Delaware corporation whose registered office is at 701 North 34th Street, Suite 400, Seattle, Washington 98103 ("Getty Images"); and (2) THOSE PERSONS whose names and addresses are set out in Exhibit A hereto (the "Investors"). NOW THE PARTIES HEREBY AGREE as follows: 1. Definitions a. In this Agreement: "Action" means any actual or threatened legal action, claim, proceeding or investigation. "Affiliate" means, with respect to any specified Person, the directors, officers, trustees, managers and partners of such Person, and any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. "control" (including the terms "controlled by" and "under common control with"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise. Control shall be conclusively presumed when any Person directly or indirectly owns 50% or more of the voting securities of another Person. "Disclosure Documents" means any preliminary prospectus, prospectus, registration statement, circular and any amendment or supplement thereto, filed, distributed or used at any time in connection with the Offering (and including any exhibits to the foregoing documents). "Investors" means those persons listed in Exhibit A hereto, together with their respective Affiliates, agents and representatives. MP\1t2802.DOC "Offering" means the offering, issuance and sale of the common stock, par value $0.01 per share, of Getty Images pursuant to a Registration Statement on Form S-3, as amended (Registration No. 333-88009), and a related Registration Statement on Form S-3 to register additional shares of common stock pursuant to Rule 462(b) of the Securities Act of 1933, as amended (Registration No. 333-91097). "Person" means an individual, corporation, general or limited partnership, limited or unlimited liability company, trust, association, unincorporated organization, government or any authority, agency or body thereof, or other entity and any legal personal representative, successor and lawful assignee of any of them. b. In this Agreement, a reference to: (1) a "subsidiary" means any and all corporations, partnerships, joint ventures, associations and other entities controlled by Getty Images directly or indirectly through one or more intermediaries; (2) a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time whether before or after the date of this Agreement and any subordinate legislation made under the statutory provision whether before or after the date of this Agreement; (3) a clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to this Agreement; and (4) a document is a reference to that document as from time to time supplemented or varied. c. The headings in this Agreement do not affect its interpretation. 2. Indemnity a. Getty Images hereby undertakes that it will indemnify and hold harmless each Investor against any losses, claims, damages or liabilities to which such Investor may become subject, arising directly or indirectly out of the Disclosure Documents and Getty Images will reimburse each Investor for any legal or other expenses reasonably incurred by such Investor in connection with investigating or defending any Action in respect thereof as such expenses are incurred, provided that, Getty Images shall have no liability under this Clause to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any of the Disclosure Documents in reliance upon and in conformity with, 2 in the case of each Investor, information provided by such Investor. b. Promptly after receipt by any Investor of notice of the commencement of any Action or any written notice of any threat of any Action, it shall, if a claim in respect thereof is to be made against Getty Images under this Clause, notify Getty Images and the other Investors in writing of the commencement thereof; but the omission so to notify Getty Images shall not relieve Getty Images from any liability which it may have to such Investor. If any such Action shall be brought against any Investor and it shall notify Getty Images of the commencement thereof, Getty Images shall, subject to its agreeing to indemnify the Investors against all judgments and other liabilities resulting from such Action (and so far as permitted by any insurance policy of such Investors), be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such Investor (which shall not, except with the consent of such Investor, be counsel to Getty Images), and, after notice from Getty Images to such Investor of its election so as to assume the defense thereof, Getty Images shall not be liable to such Investor under this Clause for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Investor, in connection with the defense thereof other than reasonable costs of investigation. Getty Images shall not, without the written consent of the relevant Investor effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any Action in respect of which indemnification or contribution may be sought hereunder (whether or not such Investor is an actual or potential party to such Action) unless such settlement, compromise or judgment (i) includes a full and unconditional release of such Investor from all liability arising out of such Action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Investor. In the event that Getty Images wishes to assume the defense of any Action but is not permitted by the insurance policy of the relevant Investor to do so, such Investor shall use all reasonable endeavors to procure that its insurers and their legal advisers shall consult and cooperate with Getty Images in respect of such defense and (except insofar as such Investor shall certify to Getty Images that the requirement to obtain the written consent of Getty Images as referred to below would invalidate the relevant insurance policy, in which case such requirement shall not apply) shall not settle, compromise or consent to the entry of any judgment with respect to such Action without the written consent of Getty Images, such consent not to be unreasonably withheld or delayed. c. If the indemnification provided for in this Clause 2 is unavailable to or insufficient to hold harmless any Investor under the foregoing provisions of this Clause in respect of any losses, claims, damages or liabilities (or Actions in respect thereof) referred to therein, then Getty Images shall contribute to the amount paid or payable by the relevant Investor as a result of such losses, claims, damages or 3 liabilities (or Actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by that Investor on the one hand and Getty Images on the other from the Offering. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the relevant Investor failed to give the notice required under sub-Clause b. above, then Getty Images shall contribute to such amount paid or payable by such Investor in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such Investor on the one hand and Getty Images on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or Actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Investors in the aggregate on the one hand and Getty Images on the other shall be deemed to be in the proportion 99 percent, to Getty Images and 1 percent, to the Investors. The relative fault shall be determined by reference to, among other things, whether the claim relates to information supplied by Getty Images or the Investors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The relevant Investors agree with Getty Images that it would not be just and equitable if contributions pursuant to this sub-Clause c. were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this sub-Clause c. The amount paid or payable by the relevant Investor as a result of the losses, claims, damages or liabilities (or Actions in respect thereof) referred to above in this sub-Clause c. shall be deemed to include any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. d. If any taxing authority brings into charge to taxation any sum payable under the indemnity contained in this Clause 2, the amount so payable shall be grossed up by such amount as will ensure that after deduction of the tax so chargeable (after giving credit for any tax relief available to the indemnified party) there shall remain a sum equal to the amount that would otherwise have been payable under this Clause. e. The obligations of Getty Images under this Clause 2 shall be in addition to any liability which Getty Images may otherwise have. 3. Survival of Obligations The indemnities, agreements, representations, warranties and other statements of Getty Images contained in this Agreement or made by or on behalf of it pursuant to this Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to 4 the results thereof) made by or on behalf of Getty Investments, and shall survive the completion of the Offering. 4. Assignment and Further Assistance a. This Agreement shall be binding upon, and the benefit of this Agreement shall inure solely to the Investors and Getty Images and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any shares from any Investor shall be deemed a successor or assign by reason merely of such purchase. b. Getty Images shall, if requested by any of the Investors, procure that any of its subsidiaries nominated by any of the Investors shall enter into an agreement with the Investors on similar terms to this Agreement, save that any such subsidiary shall be the party giving the indemnification thereunder in place of Getty Images. 5. Time of the Essence Time shall be of the essence of this Agreement. 6. Choice of Law a. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. b. To the fullest extent permitted by law, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by mandatory, final and binding arbitration in New York City, New York, USA under the auspices of and in accordance with the rules, then pertaining, of the American Arbitration Association, to the extent not inconsistent with the Delaware Uniform Arbitration Act and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this paragraph 6.b. shall limit any right that any Person may otherwise have to seek to obtain preliminary judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this paragraph 6.b. shall limit any right that any Person may otherwise have to seek to obtain preliminary injunctive relief in order to preserve the status quo pending the disposition of any such arbitration proceeding. c. In the event of any dispute, claim, arbitration or litigation with regard to this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party, and the non-prevailing party shall promptly pay, all reasonable fees and expenses of counsel for the prevailing party incurred in connection with such dispute, claim, arbitration or litigation. 5 7. Severability In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 8. No Personal Liability of Trustees The parties hereto agree that with respect to the Cheyne Walk Trust, the Ronald Family Trust A, the Ronald Family Trust B and the Gordon P. Getty Family Trust, the respective trustees thereof have executed this Agreement solely in their representative capacities as trustees and not individually, and that any liability arising from this Agreement shall be satisfied solely from the assets of the trust of which such person is trustee, and not from such person individually. 9. Counterparts This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 6 IN WITNESS WHEREOF the parties have caused this Agreement to be signed by their duly authorized representatives as of the day and year first mentioned above. The Trustees of the Cheyne Walk Trust By: /s/ Jan D. Moehl ----------------------------------------------- Name: Jan D. Moehl Title: C.O.O. The Trustees of the Ronald Family Trust A By: /s/ Thomas Edwin Woodhouse ----------------------------------------------- Name: Thomas Edwin Woodhouse Title: Trust Administrator The Trustees of the Ronald Family Trust B By: /s/ Jan D. Moehl ----------------------------------------------- Name: Jan D. Moehl Title: C.O.O. Transon Limited By: /s/ MJ Ridleyl ----------------------------------------------- Name: MJ Ridley Title: Director The Trustees of the Gordon P. Getty Family Trust By: /s/ Thomas Edwin Woodhouse ----------------------------------------------- Name: Thomas Edwin Woodhouse Title: Trust Administrator 7 Getty Investments, L.L.C. By: /s/ Jan D. Moehl ----------------------------------------------- Name: Jan D. Moehl Title: Officer Getty Images, Inc. By: /s/ Suzanne L. Page ----------------------------------------------- Name: Suzanne L. Page Title: General Counsel 8 EXHIBIT A --------- Name Notice Address - ---- -------------- Trustees of the Cheyne Walk Trust Attn: Jan D. Moehl 1325 Airmotive Way, Suite 262 Reno, Nevada 89502 Trustees of the Ronald Family Trust A Attn: Thomas E. Woodhouse 1325 Airmotive Way, Suite 264 Reno, Nevada 89502 Trustees of the Ronald Family Trust B Attn: Jan D. Moehl 1325 Airmotive Way, Suite 262 Reno, Nevada 89502 Transon Limited c/o Macfarlanes 10 Norwich Street London EC4A 1BD England Trustees of the Gordon P. Getty Attn: Thomas E. Woodhouse Family Trust 1325 Airmotive Way, Suite 264 Reno, Nevada 89502 Getty Investments L.L.C. Attn: Jan D. Moehl 1325 Airmotive Way, Suite 262 Reno, Nevada 89502 9 -----END PRIVACY-ENHANCED MESSAGE-----