-----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, Tzp42FsIF573RvhZ9bXF1504bi9befkT/ZAQQdEbA0qk3tkOdHhq2uEQl6MYdovq TJOVCc1NVh9vBOE0UKAOQA== 0000909518-06-000271.txt : 20060313 0000909518-06-000271.hdr.sgml : 20060313 20060313171418 ACCESSION NUMBER: 0000909518-06-000271 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 GROUP MEMBERS: GENERAL ELECTRIC COMPANY GROUP MEMBERS: NATIONAL BROADCASTING HOLDING, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVILLAGE INC CENTRAL INDEX KEY: 0001074767 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 133845162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56097 FILM NUMBER: 06682821 BUSINESS ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126040963 MAIL ADDRESS: STREET 1: 500-512 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NBC Universal, Inc. CENTRAL INDEX KEY: 0000902739 IRS NUMBER: 141682529 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126644444 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL BROADCASTING CO INC DATE OF NAME CHANGE: 19930429 SC 13D 1 jd3-13_13d.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------ iVillage Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of class of securities) 46588H105 - -------------------------------------------------------------------------------- (CUSIP Number) Richard Cotton, Executive Vice President and General Counsel NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112 (212) 664-4444 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 2006 - -------------------------------------------------------------------------------- (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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. ================================================================================
- ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 46588H105 13D Page 2 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS NBC Universal, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 14-1682529 - -------------- ------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC; AF - -------------- ------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------- ----- -------------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 0 SHARES ----- -------------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 18,184,653 OWNED BY ----- -------------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING ----- -------------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 18,184,653 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 18,184,653 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 25.0% - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- -------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! 2 - ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 46588H105 13D Page 3 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: General Electric Company I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 14-0689340 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - -------------- ------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [x] - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York - ----------------------- ----- -------------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: Disclaimed (see 11 below) SHARES ----- -------------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ----- -------------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (see 11 below) REPORTING ----- -------------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial ownership of all shares disclaimed by General Electric Company - -------------- ------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11 above) - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- -------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! 3 - ------------------------------------------------------- ------------------------------------------------------------- CUSIP NO. 46588H105 13D Page 4 - ------------------------------------------------------- ------------------------------------------------------------- - -------------- ---------------------------------------- -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: National Broadcasting Company Holding, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 13-3448662 - -------------- ----------------------------------------------------------------------------------------------------- ------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] - -------------- ------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------- ----------------------- ------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: Not applicable - -------------- ----------------------------------------------------------------------------------------------------- ------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_] PURSUANT TO ITEM 2(d) OR 2(e): - -------------- ----------------------------------------------------- ------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------- ------ ---------------------------------- ------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: Disclaimed (see 11 below) SHARES ------ ---------------------------------- ------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------ ---------------------------------- ------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: Disclaimed (see 11 below) REPORTING ------ ---------------------------------- ------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - -------------- ------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: Beneficial ownership of all shares disclaimed by National Broadcasting Company Holding, Inc. - -------------- ------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - -------------- ------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Not applicable (see 11 above) - -------------- ---------------------------------------- -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------- ---------------------------------------- --------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT! 4 This statement on Schedule 13D relates to the common stock, par value $.01 per share ("iVillage Common Stock"), of iVillage Inc., a Delaware corporation ("iVillage"). The address of iVillage's principal executive offices is 500 Seventh Avenue, New York, New York 10018. Item 2. Identity and Background. ----------------------- This statement is being filed by NBC Universal, Inc. ("NBCU"), for and on behalf of itself, National Broadcasting Company Holding, Inc. ("NBC Holding") and General Electric Company ("GE"). NBCU is an 80% owned subsidiary of NBC Holding, and NBC Holding is a wholly owned subsidiary of GE. NBCU, NBC Holding and GE are referred to herein as the "Reporting Persons." An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 1. NBCU is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. The principal activities of NBCU are the operation of television and cable broadcast networks and television stations and the provision of related media and Internet services. NBC Holding is a Delaware corporation with its principal executive offices located at 30 Rockefeller Plaza, New York, New York 10112. NBC Holding is a holding company which owns 80% of the outstanding common stock of NBCU. GE is a New York corporation with its principal executive offices located at 3135 Easton Turnpike, Fairfield, Connecticut 06431. GE engages in providing a wide variety of industrial, commercial and consumer products and services. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of NBCU, NBC Holding and GE are set forth on Schedules A, B and C, respectively, attached hereto. Other than the SEC's Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the Act, SEC Release No. 34-50426 (September 23, 2004), none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedules A, B or C hereto, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. This statement is being filed while the Reporting Persons are in the process of verifying information required herein from their respective directors and executive officers. If the Reporting Persons obtain information concerning such individuals which would cause a material change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The Voting Agreement described in Item 4 of this statement (the terms of which are hereby incorporated by reference) was entered into by NBCU and Hearst Communications, Inc. (the "Stockholder") as an inducement to NBCU to enter into the Merger Agreement described in Item 4 (the terms of which are hereby incorporated by reference). NBCU did not pay additional consideration to 5 the Stockholder in connection with the execution and delivery of the Voting Agreement. In addition, the Stockholder granted NBCU a limited irrevocable proxy for the purpose of voting the shares covered by the Voting Agreement in accordance with the terms of the Voting Agreement. NBCU presently expects that the consideration paid by it to the holders of iVillage Common Stock following consummation of the Merger will be provided by working capital and/or contributions to capital by its affiliates. Item 4. Purpose of Transaction. ---------------------- (a)-(b) On March 3, 2006, NBCU, iVillage Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of NBCU ("Sub"), and iVillage entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the merger of Sub with and into iVillage (the "Merger"), with iVillage surviving the Merger as a wholly owned subsidiary of NBCU (the "Surviving Corporation"), upon the terms and subject to the conditions set forth in the Merger Agreement. Pursuant to the Merger Agreement, as of the Effective Time (as defined in the Merger Agreement), each issued and outstanding share of iVillage Common Stock (other than iVillage Common Stock held in treasury or owned by NBCU or Sub or with respect to which statutory appraisals rights are perfected) will be converted into the right to receive $8.50 in cash in accordance with the terms and conditions of the Merger Agreement. A copy of the Merger Agreement is included as Exhibit 2 hereto and the description of the Merger Agreement contained herein is qualified in its entirety by reference to Exhibit 2, which is incorporated herein by reference. In connection with the execution of the Merger Agreement, in order to induce NBCU to enter into the Merger Agreement, NBCU and the Stockholder entered into a Voting Agreement, dated as of March 3, 2006 (the "Voting Agreement"). Pursuant to the Voting Agreement, the Stockholder has agreed, among other things, during the period from the date of the Voting Agreement until any termination of the Voting Agreement in accordance with its terms, (a) to vote all the shares of iVillage Common Stock that it owns (i) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of iVillage in the Merger Agreement, (iii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by iVillage or any other Acquisition Proposal (as defined in the Merger Agreement) and (iv) against any agreement, amendment of the Company Charter Documents (as defined in the Merger Agreement) or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger; (b) not to (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the Transfer (as defined in the Voting Agreement) of, any Stockholder Shares (as defined in the Voting Agreement) owned by the Stockholder (or any interest therein), (ii) deposit any Stockholder Shares owned by the Stockholder into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) commit to do any of the foregoing or (iv) take any action that would make any representation or warranty of the Stockholder set forth in the Voting Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying the 6 Stockholder from performing any of its obligations under the Voting Agreement; and (c) as a stockholder (either individually or through any representatives or agents) not to (i) solicit, initiate or knowingly facilitate or encourage an Acquisition Proposal or any proposal that is reasonably likely to lead to an Acquisition Proposal, and (ii) subject to certain exceptions, (x) furnish or disclose to any Person (as defined in the Merger Agreement) non-public information with respect to or in furtherance of an Acquisition Proposal, (y) negotiate or engage in discussions with any Person with respect to or in furtherance of an Acquisition Proposal or (z) enter into any agreement (whether or not binding) or agreement in principle with respect to an Acquisition Proposal. The Voting Agreement terminates upon the earlier to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms. The number of shares of iVillage Common Stock held by the Stockholder and subject to the Voting Agreement as of March 3, 2006 are set forth on Schedule A thereto. A copy of the Voting Agreement is included as Exhibit 3 hereto and the description of the Voting Agreement contained herein is qualified in its entirety by reference to Exhibit 3, which is incorporated herein by reference. (c) Not applicable. (d) Upon consummation of the Merger, the directors of the Surviving Corporation shall be the existing directors of Sub, until the earlier of their resignation or removal or until their respective successors are duly elected (as the case may be) and qualified. (e)-(f) Not applicable. (g) Pursuant to the Merger Agreement, upon consummation of the Merger, the Certificate of Incorporation and Bylaws of iVillage will be changed as provided for in the Merger Agreement. (h)-(i) Upon consummation of the Merger, iVillage Common Stock will be delisted from the Nasdaq National Market and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. (j) Other than as described above, the Reporting Persons currently have no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D (although the Reporting Persons reserve the right to develop such plans). Item 5. Interest in Securities of the Issuer. ------------------------------------ (a)-(b) The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of March 3, 2006, the shares of common stock subject to the Voting Agreement consisted of 18,184,653 shares of iVillage Common Stock and represented approximately 25.0% of the issued and outstanding shares of iVillage Common Stock as of February 28, 2006, based on iVillage's representation in the Merger Agreement that there were 72,781,679 shares of iVillage Common Stock outstanding as of that date. By virtue of the Voting Agreement, NBCU may be deemed to share with the Stockholder the power to vote or, with certain exceptions, dispose of shares of iVillage Common stock subject to the Voting Agreement. However, NBCU is not entitled to any rights as a stockholder of iVillage as to the shares of iVillage Common Stock covered by the Voting Agreement. As a result of the Voting Agreement, NBCU may be deemed to be the beneficial owner of 18,184,653 shares, or approximately 25.0%, of iVillage Common Stock. 7 Pursuant to Rule 13d-4 under the Act, NBCU hereby states that this Schedule 13D shall not be deemed an admission that NBCU is, or for purposes of Section 13(d) of the Act, the beneficial owner of any of the equity securities of iVillage that are subject to the Voting Agreement. Except as set forth in this Item 5, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any person identified on Schedules A, B or C hereto, (i) beneficially owns any shares of iVillage Common Stock or (ii) presently has the power to vote or direct the vote or dispose or direct the disposition of any of the shares of iVillage Common Stock which they may be deemed to beneficially own. (c) Except as described in this Schedule 13D, there have been no transactions in the shares of iVillage Common Stock effected by the Reporting Persons or, to the best of the Reporting Persons' knowledge, any person identified on Schedules A, B or C hereto, during the last 60 days. (d)-(e) Not applicable. This statement is being filed while the Reporting Persons are in the process of verifying information required in this Item 5 from its directors and executive officers. If the Reporting Persons obtain information concerning such individuals which would cause a change in the disclosure contained herein, an amendment to this statement will be filed that will disclose such change. Item 6. Contracts, Arrangements, Understandings or Relationships with ------------------------------------------------------------- Respect to Securities of the Issuer. ----------------------------------- The information set forth under Items 3, 4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein by reference. As described in Item 4, NBCU anticipates it will acquire the entire equity interest in iVillage pursuant to the Merger Agreement. Other than the Merger Agreement and the Voting Agreement described in Item 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to the best of the Reporting Persons' knowledge, any person listed on Schedules A, B or C hereto, and any person with respect to iVillage Common Stock. Item 7. Material to Be Filed as Exhibits. -------------------------------- Exhibit 1. Joint Filing Agreement by and among General Electric Company, National Broadcasting Company Holding, Inc. and NBC Universal, Inc., dated as of March 13, 2006. Exhibit 2. Agreement and Plan of Merger, dated as of March 3, 2006 among NBC Universal, Inc., iVillage Acquisition Corp. and iVillage Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of iVillage Inc. filed on March 6, 2006). Exhibit 3. Voting Agreement, dated as of March 6, 2006 among NBC Universal, Inc., and Hearst Communications, Inc. 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 13, 2006 NBC UNIVERSAL, INC. By: /s/ Elizabeth Newell -------------------------------------- Name: Elizabeth Newell Title: Assistant Secretary GENERAL ELECTRIC COMPANY By: /s/ Richard Cotton -------------------------------------- Name: Richard Cotton Title: Vice President NATIONAL BROADCASTING COMPANY HOLDING, INC. By: /s/ Elizabeth Newell -------------------------------------- Name: Elizabeth Newell Title: Assistant Secretary 9 SCHEDULE A NBC UNIVERSAL, INC. DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- Jeffrey R. Immelt General Electric Company Chairman of the Board and Chief Executive 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and Executive Officer, 30 Rockefeller Plaza General Electric Company; New York, NY 10112 Chairman and Chief Executive Officer, NBC Universal, Inc. Lynn Calpeter NBC Universal, Inc. Executive Vice President and Chief Financial 30 Rockefeller Plaza Officer, NBC Universal, Inc. New York, NY 10112 Robert De Metz Vivendi Universal S.A. Executive Vice President, Mergers and 42 Avenue de Friedland Acquisitions, Vivendi Universal S.A. 75380 Paris Cedex, 08 France Dick Ebersol NBC Universal, Inc. Chairman, NBCU Sports & Olympics, NBC Universal, 30 Rockefeller Plaza Inc. New York, NY 10112 Randy A. Falco NBC Universal, Inc. President, NBCU TV Networks Group, NBC Universal, 30 Rockefeller Plaza Inc. New York, NY 10112 Jean-Rene Fourtou Vivendi Universal S.A. Chairman, Chief Executive Officer, and Director, 42 Avenue de Friedland Vivendi Universal S.A. 75380 Paris Cedex, 08 France Jay W. Ireland III NBC Universal, Inc. President, NBCU TV Stations, NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112 Jean-Bernard Levy Vivendi Universal S.A. Chief Operating Officer, Vivendi Universal S.A. 42 Avenue de Friedland 75380 Paris Cedex, 08 France 10 NBC UNIVERSAL, INC. DIRECTORS (Continued) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION ---- ---------------- -------------------- Ron Meyer Universal Studios, Inc. President, Chief Operating Officer, and 100 Universal City Plaza Director, Universal Studios, Inc. and Vivendi Universal City, CA 91608 Universal Entertainment LLLP Keith S. Sherin General Electric Company Senior Vice President and Chief Financial 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 Stacey Snider Universal Pictures Division Chairman, Universal Pictures Group 100 Universal City Plaza Universal City, CA 91608 Thomas L. Williams Universal Studios Florida Chairman and Chief Executive Officer, Universal 1000 Universal Studios Plaza Parks & Resorts Group Orlando, FL 32819 Jeffrey Zucker NBC Universal, Inc. President - NBCU TV Group, NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112 Citizenship ----------- Robert De Metz France Jean-Rene Fourtou France Jean-Bernard Levy France All others U.S.A. 11 NBC UNIVERSAL, INC. EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board 30 Rockefeller Plaza and Executive Officer, New York, NY 10112 General Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc. Lynn Calpeter NBC Universal, Inc. Executive Vice President/ 30 Rockefeller Plaza Chief Financial Officer/ New York, NY 10112 Treasurer Richard Cotton NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Dick Ebersol NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 John W. Eck NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Randy A. Falco NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Jay W. Ireland III NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Anna Perez NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Marc Saperstein NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Eileen Whelley NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 12 NBC UNIVERSAL, INC. EXECUTIVE OFFICERS (Continued) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- David Zaslav NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Jeffrey Zucker NBC Universal, Inc. Executive Vice President 30 Rockefeller Plaza New York, NY 10112 Citizenship ----------- All U.S.A 13 SCHEDULE B NATIONAL BROADCASTING COMPANY HOLDING, INC. DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- James I. Cash, Jr. Harvard Business School Former Professor of Business Morgan Hall Administration-Graduate Soldiers Field Road School of Business Boston, MA 02163 Administration, Harvard University Ann M. Fudge Young & Rubicam Brands. Chairman and Chief 285 Madison Avenue Executive Officer, New York, NY 10017 Young & Rubicam Brands (advertising and media services) Jeffrey R. Immelt General Electric Company Chairman of the Board and Chief Executive 3135 Easton Turnpike Officer, General Electric Company Fairfield, CT 06431 Andrea Jung Avon Products Chairman and Chief Executive Officer, Avon 1345 Avenue of the Americas Products, Inc. New York, NY 10105 Alan G. Lafley The Proctor & Gamble Company Chairman of the Board, President and 1 Proctor & Gamble Plaza Chief Executive Officer, The Proctor & Gamble Cincinnati, OH 45202-3315 Company Ralph S. Larsen Johnson & Johnson Former Chairman and Chief Executive Officer, 100 Albany Street Johnson & Johnson Suite 200 New Brunswick, NJ 08901 Rochelle B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer, Ogilvy & Mather Worldwide New York, NY 10019-7316 Sam Nunn Sam Nunn School of International Affairs Retired Partner, King & Spalding Georgia Institute of Technology 781 Marietta Street, NW Atlanta, Georgia 30318 14 NATIONAL BROADCASTING COMPANY HOLDING, INC. DIRECTORS (Continued) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Roger S. Penske Penske Corporation Chairman of the Board 2555 Telegraph Road and President, Bloomfield Hills, MI Penske Corporation 48302-0954 Robert J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Dean and Professor of Cornell University Accounting, S.C. Johnson Graduate School 207 Sage Hall of Cornell University Ithaca, NY 14853-6201 Douglas A. Warner III J.P. Morgan Chase & Co., Former Chairman of the The Chase Manhattan Bank and Board, J.P. Morgan Chase & Co., Morgan Guaranty Trust Co. of New York The Chase Manhattan Bank and 345 Park Avenue Morgan Guaranty Trust Co. of New York New York, NY 10154 345 Park Avenue New York, NY 10154 Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and Executive Officer, 30 Rockefeller Plaza General Electric Company; New York, NY 10112 Chairman & Chief Executive Officer, NBC Universal, Inc. Citizenship ----------- Andrea Jung Canada All Others U.S.A. 15 NATIONAL BROADCASTING COMPANY HOLDING, INC. EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Robert C. Wright NBC Universal, Inc. Chairman, Chief 30 Rockefeller Plaza Executive Officer New York, NY 10112 Lynn Calpeter NBC Universal, Inc. Vice President, 30 Rockefeller Plaza Treasurer New York, NY 10112 Todd Davis NBC Universal, Inc. Assistant Treasurer 30 Rockefeller Plaza New York, NY 10112 Brian O'Leary NBC Universal, Inc. Assistant Treasurer 30 Rockefeller Plaza New York, NY 10112 Eliza Fraser General Electric Company Assistant Secretary 3135 Easton Turnpike Fairfield, CT 06431 Elizabeth Newell NBC Universal, Inc. Assistant Secretary 30 Rockefeller Plaza New York, NY 10112 16 SCHEDULE C GENERAL ELECTRIC COMPANY DIRECTORS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- James I. Cash, Jr. General Electric Company Former Professor of Business 3135 Easton Turnpike Administration-Graduate Fairfield, CT 06828 School of Business Administration, Harvard University Sir William Castell GE Healthcare Vice Chairman of the Board and Pollards Wood, Nightingales Lane Executive Officer, General Chalfont St. Giles Electric Company; Chairman, HP8 4SP Great Britain GE Healthcare Ann M. Fudge Young & Rubicam Brands. Chairman and Chief 285 Madison Avenue Executive Officer, New York, NY 10017 Young & Rubicam Brands (advertising and media services) Claudio X. Gonzalez Kimberly-Clark de Mexico, Chairman of the Board S.A. de C.V. and Chief Executive Officer, Jose Luis Lagrange 103, Kimberly-Clark de Mexico, Tercero Piso S.A. de C.V. (consumer products) Colonia Los Morales Mexico, D.F. 11510, Mexico Jeffrey R. Immelt General Electric Company Chairman of the Board 3135 Easton Turnpike and Chief Executive Fairfield, CT 06828 Officer, General Electric Company Andrea Jung Avon Products, Inc. Chairman and Chief 1345 Avenue of the Americas Executive Officer, New York, NY 10105 Avon Products, Inc. (cosmetics) Alan G. (A.G.) Lafley The Procter & Gamble Company Chairman of the Board, President 1 Procter & Gamble Plaza and Chief Executive Cincinnati, Oh 45202-3315 The Procter & Gamble Company (household products) Robert W. Lane Deere & Company Chairman and Chief One John Deere Place Executive Officer Moline, Illinois 61265 Deere & Company (equipment manufacturer) 17 GENERAL ELECTRIC COMPANY DIRECTORS (Continued) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Ralph S. Larsen Johnson & Johnson Former Chairman and Chief 100 Albany Street Executive Officer (pharmaceutical, Suite 200 medical and consumer products) New Brunswick, NJ 08901 Rochelle B. Lazarus Ogilvy & Mather Worldwide Chairman and Chief 309 West 49th Street Executive Officer (advertising) New York, NY 10019-7316 Sam Nunn Sam Nunn School of Retired Partner International Affairs King & Spalding Georgia Institute of Technology 781 Marietta Street, NW Atlanta, Georgia 30318 Roger S. Penske Penske Corporation Chairman of the Board 2555 Telegraph Road and President, Penske Bloomfield Hills, MI 48302-0954 Corporation (transportation and automotive services) Robert J. Swieringa S.C. Johnson Graduate School Anne and Elmer Lindseth Dean Cornell University and Professor of Accounting, 207 Sage Hall S.C. Johnson Graduate School of Ithaca, NY 14853-6201 Management, Cornell University Douglas A. Warner III J. P. Morgan Chase & Co., Former Chairman of the Board, The Chase Manhattan Bank and J.P. Morgan Chase & Co., Morgan Guaranty Trust Co. of New York The Chase Manhattan Bank and 270 Park Avenue Morgan Guaranty Trust Co. of New York, NY 10154 New York Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc. Citizenship ----------- Sir William Castell United Kingdom Claudio X. Gonzalez Mexico Andrea Jung Canada All Others U.S.A. 18 GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- Jeffrey R. Immelt General Electric Company Chairman of the Board and 3135 Easton Turnpike Chief Executive Officer Fairfield, CT 06828 Philip D. Ameen General Electric Company Vice President and Comptroller 3135 Easton Turnpike Fairfield, CT 06828 Ferdinando Beccalli General Electric Company Senior Vice President- 3135 Easton Turnpike GE International Fairfield, CT 06828 Charlene T. Begley General Electric Company Senior Vice President 1 Plastics Avenue GE Plastics Pittsfield, MA 01201 Mark W. Begor General Electric Company Senior Vice President 1600 Summer Street GE Consumer Finance - Americas Stamford, CT 06927 Paul T. Bossidy General Electric Company Senior Vice President - 44 Old Ridgebury Road GE Capital Solutions Danbury, CT 06810 David L. Calhoun General Electric Company Vice Chairman of General 3135 Easton Turnpike Electric Company; President Fairfield, CT 06828 & CEO, GE Infrastructure James P. Campbell General Electric Company Senior Vice President - Appliance Park GE Consumer & Industrial Louisville, KY 40225 Kathryn A. Cassidy General Electric Company Vice President and 201 High Ridge Road GE Treasurer Stamford, CT 06905-3417 Sir William Castell GE Healthcare Vice Chairman of the Board and Pollards Wood, Nightingales Lane Executive Officer, General Chalfont St. Giles Electric Company; Chairman, HP8 4SP Great Britain GE Healthcare 19 GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- William J. Conaty General Electric Company Senior Vice President - 3135 Easton Turnpike Human Resources Fairfield, CT 06828 Pamela Daley General Electric Company Senior Vice President - 3135 Easton Turnpike Corporate Business Fairfield, CT 06828 Development Brackett B. Denniston III General Electric Company Senior Vice President and 3135 Easton Turnpike General Counsel Fairfield, CT 06828 Scott C. Donnelly General Electric Company Senior Vice President - 1 Neumann Way GE Aviation Cincinnati, OH 05215 Shane Fitzsimons General Electric Company Vice President - 3135 Easton Turnpike Corporate Financial Planning Fairfield, CT 06828 and Analysis Yoshiaki Fujimori General Electric Company Senior Vice President - 21 Mita 1-chome GE Consumer Finance-Asia Meguro-ku 3d Floor Alto Tokyo, Japan 153-0062 Joseph M. Hogan General Electric Company Senior Vice President - Pollards Wood, Nightingales Lane GE Healthcare Chalfont St. Giles HP8 4SP Great Britain John Krenicki General Electric Company Senior Vice President - 4200 Wildwood Parkway GE Energy Atlanta, GA 30339 Mark M. Little General Electric Company Senior Vice President - One Research Circle GE Global Research Niskayuna, NY 12309 Michael A. Neal General Electric Company Vice Chairman of General 260 Long Ridge Road Electric Company; President Stamford, CT 06927 & CEO, GE Capital Services 20 GENERAL ELECTRIC COMPANY EXECUTIVE OFFICERS (Continued) PRESENT PRESENT NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION - ---- ---------------- -------------------- David R. Nissen General Electric Company Senior Vice President - 201 High Ridge Road GE Consumer Finance Stamford, CT 06905-3417 Michael E. Pralle General Electric Company Senior Vice President 292 Long Ridge Road GE- Real Estate Stamford, CT 06927 Ronald R. Pressman General Electric Company Senior Vice President - 9201 State Line GE Insurance Solutions Kansas City, KS, 64114-3234 Gary M. Reiner General Electric Company Senior Vice President - 3135 Easton Turnpike Chief Information Officer Fairfield, CT 06828 John G. Rice General Electric Company Vice Chairman of General 4200 Wildwood Parkway Electric Company; President Atlanta, GA 30339 & CEO, GE Industrial Keith S. Sherin General Electric Company Senior Vice President - Finance 3135 Easton Turnpike and Chief Financial Officer Fairfield, CT 06828 Lloyd G. Trotter General Electric Company Executive Vice President 3135 Easton Turnpike and Senior Operations Officer Fairfield, CT 06828 Robert C. Wright NBC Universal, Inc. Vice Chairman of the Board and 30 Rockefeller Plaza Executive Officer, General New York, NY 10112 Electric Company; Chairman and Chief Executive Officer, NBC Universal, Inc. Citizenship ----------- Ferdinando Beccalli Italy Sir William Castell United Kingdom Shane Fitzsimons Ireland Yoshiaki Fujimori Japan All Others U.S.A.
21 EX-1 2 jd3-13ex_1.txt Exhibit 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Common Stock, par value $.01 per share, of iVillage Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k) (1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: March 13, 2006 GENERAL ELECTRIC COMPANY By: /s/ Richard Cotton ---------------------------- Name: Richard Cotton Title: Vice President NATIONAL BROADCASTING COMPANY HOLDING, INC. By: /s/ Elizabeth Newell ---------------------------- Name: Elizabeth Newell Title: Assistant Secretary NBC UNIVERSAL, INC. By: /s/ Elizabeth Newell ---------------------------- Name: Elizabeth Newell Title: Assistant Secretary EX-3 3 jd3-13ex_3.txt Exhibit 3 VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement"), dated as of March 3, 2006, by and among NBC Universal, Inc., a Delaware corporation ("Parent"), and Hearst Communications, Inc. (the "Stockholder"). WHEREAS, concurrently with the execution of this Agreement, iVillage Inc., a Delaware corporation (the "Company"), Parent and iVillage Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), are entering into an Agreement and Plan of Merger of even date herewith (as the same may be amended or supplemented, the "Merger Agreement"; capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement); WHEREAS, as of the date hereof, the Stockholder is the record and beneficial owner of the number of shares of Company Common Stock set forth opposite the Stockholder's name on Schedule A hereto (such shares, together with any other shares of Company Common Stock acquired by the Stockholder after the date hereof, being collectively referred to herein as the "Stockholder Shares"); and WHEREAS, as a condition to their willingness to enter into the Merger Agreement, Parent and Merger Sub have required that the Stockholder enter into this Agreement and, in order to induce Parent and Merger Sub to enter into the Merger Agreement, the Stockholder is willing to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Agreements of Stockholder. (a) Voting. From the date hereof until any termination of this Agreement in accordance with its terms, at any meeting of the stockholders of the Company however called (or any action by written consent in lieu of a meeting) or any adjournment thereof, the Stockholder shall vote all Stockholder Shares owned by the Stockholder (or cause them to be voted) or (as appropriate) execute written consents in respect thereof, (i) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal and (iv) against any agreement, amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Any such vote shall be cast (or consent shall be given) by the Stockholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). (b) Grant of Limited Irrevocable Proxy; Appointment of Attorney-in-Fact. (i) In furtherance of the Stockholder's agreement in Section 1(a) above, but subject to Section 1(b)(ii) below, the Stockholder hereby appoints Parent and Parent's designees, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote all Stockholder Shares owned by the Stockholder (at any meeting of stockholders of the Company however called or any adjournment thereof), or to execute one or more written consents in respect of such Stockholder Shares, for the following limited, and for no other, purposes: (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby; (B) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement; (C) against any Acquisition Proposal and (D) against any agreement, amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. (ii) Such proxy granted pursuant to Section 1(b)(i) above shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 4 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 4 hereof. The Stockholder represents that any and all other proxies heretofore given in respect of Stockholder Shares owned by the Stockholder are revocable, and that such other proxies have been revoked. (iii) The Stockholder affirms that the proxy granted pursuant to Section 1(b)(i) above is: (A) given (x) in connection with the execution of the Merger Agreement and (y) to secure the performance of the Stockholder's duties under this Agreement, (B) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (C) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the DGCL. (c) Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until any termination of this Agreement in accordance with its terms, the Stockholder shall not (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the Transfer of, any Stockholder Shares owned by the Stockholder (or any interest therein), (ii) deposit any Stockholder Shares owned by the Stockholder into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Stockholder Shares, (iii) commit to do any of the foregoing or (iv) take any action that would make any representation or warranty of the Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying the Stockholder from performing any of its obligations under this Agreement. 2 (d) Legending of Stockholder Shares. If so requested by Parent, at Parent's sole cost, the Stockholder agrees that the certificates representing Stockholder Shares owned by the Stockholder shall bear a legend stating that such Stockholder Shares are subject to this Agreement and to an irrevocable proxy. (e) No Solicitation. The Stockholder shall, and shall cause its subsidiaries and its subsidiaries' respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (collectively, "Stockholder Representatives") to, immediately cease any existing discussions or negotiations, if any, with any Person that may be ongoing with respect to an Acquisition Proposal. The Stockholder shall not, and shall not authorize or permit any Stockholder Representative to, directly or indirectly, (i) solicit, initiate or knowingly facilitate or encourage an Acquisition Proposal or any proposal that is reasonably likely to lead to an Acquisition Proposal, (ii) furnish or disclose to any Person non-public information with respect to or in furtherance of an Acquisition Proposal, (iii) negotiate or engage in discussions with any Person with respect to or in furtherance of an Acquisition Proposal or (iv) enter into any agreement (whether or not binding) or agreement in principle with respect to an Acquisition Proposal. In addition, from the date hereof until any termination of this Agreement in accordance with its terms, the Stockholder shall promptly advise Parent, orally and in writing, and in no event later than the later of 48 hours or one Business Day after receipt, if any proposal, offer, inquiry or other contact is initially received by, any information is initially requested from, or any discussions or negotiations are sought to be initiated or continued with, the Stockholder in respect of any Acquisition Proposal, and shall, in any such notice to Parent, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the material terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall keep Parent fully informed of all material developments affecting the status and material terms of any such proposals, offers, inquiries or requests (and the Stockholder shall provide Parent with written materials received by the Stockholder that set forth the terms of such proposals, offers, inquiries or requests). As used in this paragraph, "affiliates" of the Stockholder shall not include the Company and its subsidiaries. Notwithstanding anything to the contrary in this Section 1(e), if and to the extent that, pursuant to the terms of the Merger Agreement, the Company is permitted to and is providing (or has provided) information to and is permitted to and is engaging in (or has engaged in) substantive discussions and negotiations with any Person regarding an Acquisition Proposal, then the Stockholder and Stockholder Representatives may provide information to, engage in substantive discussions and negotiations with, and provide draft documents and agreements to and exchange the same with, such Person and its representatives, provided, that, prior to the termination of this Agreement, the Stockholder may not enter into any agreement (except for a customary confidentiality agreement) with such Persons relating to the Merger Agreement or the transactions contemplated thereby, other than agreements entered into substantially contemporaneously with termination of this Agreement pursuant to a termination of the Merger Agreement under Section 9.1(h) thereof. 3 (f) Certain Actions. Until the earlier of (i) the termination of the Merger Agreement pursuant to its terms and (ii) the Effective Time, the Stockholder shall at the request of Parent and without further consideration, execute and deliver such additional documents and make such filings as may be reasonably required to consummate and make effective, the Merger and the transactions contemplated by this Agreement. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement or any of the transactions contemplated thereby without the prior written consent of Parent, except as may be required by any law, judgment, writ or injunction of any Governmental Entity applicable to such Stockholder. (g) Approval of Board Action; Appraisal Rights. The Stockholder hereby consents to and approves the actions taken by the Company Board of the Company in approving the Merger Agreement, the transactions contemplated thereby and this Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger. (h) The Stockholder hereby waives any termination right it has or may have by reason of the execution of the Merger Agreement or the consummation of the Merger and the other transactions contemplated thereby under or in respect of that certain Website Services Agreement, entered into as of July 1, 2004, by and between the Company and the Stockholder (the "Website Services Agreement"), provided that the parties hereto agree that such Website Services Agreement automatically shall terminate on and be of no further force and effect from and after the date that is six months following the date on which the Effective Time occurs. 2. Representations and Warranties of Stockholders. The Stockholder hereby represents and warrants to Parent, severally and not jointly, as follows: (a) Authority. The Stockholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Stockholder of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and approved by all necessary action on the part of the Stockholder and no further action on the part of the Stockholder or any other Person is necessary to authorize the execution, delivery and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and, assuming due and valid authorization, execution and delivery hereof by Parent, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. 4 (b) Consents and Approvals; No Violations. Except for filings under the Exchange Act, to the Stockholder's knowledge, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by the Stockholder of the transactions contemplated by this Agreement, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by the Stockholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by the Stockholder, nor the consummation by the Stockholder of the transactions contemplated hereby, nor compliance by the Stockholder with any of the terms or provisions hereof, will, (A) conflict with or violate any provision of any certificate of incorporation, by law or any other constituent document that may be applicable to the Stockholder, (B) any agreement to which the Stockholder is a party or (C) (x) violate any judgment or injunction of any Governmental Entity applicable to the Stockholder (or any of its properties or assets) or any law, or (y) violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under or result in the creation of any Lien upon any of the properties or assets of, the Stockholder under, any of the terms, conditions or provisions of any agreement or other instrument or obligation to which the Stockholder is a party, or by which it or any of its properties or assets may be bound or affected, except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by the Stockholder of any of its obligations under this Agreement. (c) Ownership of Shares. The Stockholder owns, beneficially and of record, all of the Stockholder Shares set forth opposite the Stockholder's name on Schedule A hereto. The Stockholder owns all of its Stockholder Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than (i) the Amended and Restated Stockholders Agreement, dated as of June 20, 2001, between the Company and the Stockholder and (ii) proxies and restrictions in favor of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the "blue sky" laws of the various States of the United States). Without limiting the foregoing, except for proxies and restrictions in favor of Parent pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the "blue sky" laws of the various States of the United States, the Stockholder has sole voting power and sole power of disposition with respect to all of its Stockholder Shares, with no restrictions on the Stockholder's rights of voting or disposition pertaining thereto and no Person other than the Stockholder has any right to direct or approve the voting or disposition of any of its Stockholder Shares. As of the date hereof, the Stockholder does not own, beneficially or of record, any securities of the Company other than the number of shares which constitute Stockholder Shares. (d) Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission that is payable by the Company, Parent or any of their respective subsidiaries in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by or on behalf of the Stockholder. 5 3. Representations and Warranties of Parent and Merger Sub. Parent hereby represents and warrants to the Stockholder as follows: (a) Organization, Standing and Corporate Power. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware (b) Authority; Noncontravention. (1) Parent has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, have been duly authorized and approved by its Board of Directors and no other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and, assuming due authorization, execution and delivery hereof by such Stockholder, constitutes a legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. (2) Neither the execution and delivery of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or (ii) assuming that the authorizations, consents and approvals referred to in Section 3(c) are obtained and the filings referred to in Section 3(c) are made, (x) violate any law, judgment, writ or injunction of any Governmental Entity applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of, Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of any contract to which Parent or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of clause (ii), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to prevent or materially delay the ability of Parent to consummate the transactions contemplated hereby). (c) Governmental Approvals. Except for filings required under the Exchange Act, no filings, declarations or registrations with, any Governmental Entity are necessary for the execution and delivery of this Agreement by Parent, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. 6 4. Termination. This Agreement shall terminate on the first to occur of (a) the termination of the Merger Agreement in accordance with its terms and (b) the Effective Time. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for breach of this Agreement and (ii) the provisions of this Section 4, Section 5, paragraphs (c) and (d) of Section 2 and paragraph (h) of Section 1 hereof shall survive any termination of this Agreement. 5. Miscellaneous. (a) Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by the Stockholder in its capacity as an owner of Stockholder Shares and that nothing in this Agreement shall in any way restrict or limit any representative of the Stockholder that also is a director of the Company from taking any action in his capacity as a director of the Company that is necessary for him to comply with his fiduciary duties as a director of the Company, including, without limitation, participating in his capacity as a director of the Company in any discussions, negotiations or votes in accordance with Section 7.7 of the Merger Agreement. (b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. (c) Additional Shares. Until any termination of this Agreement in accordance with its terms, the Stockholder shall promptly notify Parent of the number of shares of Company Common Stock, if any, as to which the Stockholder acquires record or beneficial ownership after the date hereof. Any shares of Company Common Stock as to which the Stockholder acquires record or beneficial ownership after the date hereof and prior to termination of this Agreement shall be Stockholder Shares for purposes of this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of the Company affecting the Company Common Stock, the number of shares of Company Common Stock constituting Stockholder Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Company Common Stock or other voting securities of the Company issued to the Stockholder in connection therewith. (d) Definition of "Beneficial Ownership". For purposes of this Agreement, "beneficial ownership" with respect to (or to "own beneficially") any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. (e) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder. 7 (f) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void. (g) Amendments; Waiver. This Agreement may not be amended or supplemented, except by a written agreement executed by the parties hereto. Any party to this Agreement may (A) waive any inaccuracies in the representations and warranties of any other party hereto or extend the time for the performance of any of the obligations or acts of any other party hereto or (B) waive compliance by the other party with any of the agreements contained herein. Notwithstanding the foregoing, no failure or delay by Parent in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. (h) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. (i) Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other parties hereto. (j) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever. (k) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given, if to Parent, to: NBC Universal, Inc. 30 Rockefeller Plaza New York, NY 10112 Attention: General Counsel Facsimile: (212) 664-2147 8 with a copy (which shall not constitute notice) to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attention: Raymond O. Gietz, Esq. Facsimile: (212) 310-8007 if to Stockholder, to: Hearst Communications, Inc. 959 Eighth Avenue New York, NY 10019 Attention: General Counsel Facsimile: (212) 649-2041 or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. (l) Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. (m) GOVERNING LAW; ENFORCEMENT; JURISDICTION; WAIVER OF JURY TRIAL. (i) THIS AGREEMENT 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. (ii) ALL ACTIONS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED IN THE DELAWARE COURT OF CHANCERY (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY COURT OF THE STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF THE STATE OF DELAWARE), AND THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND, IN THE CASE OF APPEALS, APPROPRIATE 9 APPELLATE COURTS THEREFROM) IN ANY SUCH ACTION OR PROCEEDING AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. THE CONSENTS TO JURISDICTION SET FORTH IN THIS PARAGRAPH SHALL NOT CONSTITUTE GENERAL CONSENTS TO SERVICE OF PROCESS IN THE STATE OF DELAWARE AND SHALL HAVE NO EFFECT FOR ANY PURPOSE EXCEPT AS PROVIDED IN THIS PARAGRAPH AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OR ENTITY OTHER THAN THE PARTIES HERETO. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. (iii) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. (iv) THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN THE DELAWARE COURT OF CHANCERY (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY COURT OF THE STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF THE STATE OF DELAWARE), WITHOUT BOND OR OTHER SECURITY BEING REQUIRED, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. [Signature Page Follows] 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. NBC UNIVERSAL, INC. By: /s/ Lynn A. Calpeter ------------------------------------------ Name: Lynn A. Calpeter Title: Chief Financial Officer HEARST COMMUNICATIONS, INC. By: /s/ James M. Asher ------------------------------------------ Name: James M. Asher Title: Senior Vice President 11 SCHEDULE A ---------- Number of Shares of Company Common Stock Stockholder Beneficially Owned - ----------- ------------------ Hearst Communications, Inc. 18,184,653 -----END PRIVACY-ENHANCED MESSAGE-----