-----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, T8orof6G7Awmn0C9fIg4KVrLi0QlyhezDPUNvL42iu9U1myipLMLoDMbjXtt63cl HS6b9NrmZXry6AemG5Jy/A== 0000927946-00-000018.txt : 20000209 0000927946-00-000018.hdr.sgml : 20000209 ACCESSION NUMBER: 0000927946-00-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEMSTAR INTERNATIONAL GROUP LTD CENTRAL INDEX KEY: 0000923282 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 980139960 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50973 FILM NUMBER: 526192 BUSINESS ADDRESS: STREET 1: 135 NORTH LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187925700 MAIL ADDRESS: STREET 1: 135 N LOS ROBLES AVE STREET 2: STE 800 CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMSON MULTIMEDIA CENTRAL INDEX KEY: 0001080259 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 46 QUAI A LE GALLO STREET 2: 92100 CITY: BOULOGNEFRANCE STATE: I0 MAIL ADDRESS: STREET 1: 46 QUAI A LE GALLO CITY: BOULOGNE FRANCE STATE: I0 SC 13D/A 1 SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) GEMSTAR INTERNATIONAL GROUP LIMITED (Name of Issuer) Ordinary Shares, par value $.01 per share (Title or Class of Securities) G-3788-V106 (CUSIP Number) Philippe Andrau THOMSON multimedia S.A. 46 Quai A. LeGallo 92100 Boulogne FRANCE 331-4126-5174 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 3, 1999 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Page 1 of 22 CUSIP No. G-3788-V106 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) THOMSON multimedia S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER.................................None 8. SHARED VOTING POWER.........................12,307,464 9. SOLE DISPOSITIVE POWER............................None 10. SHARED DISPOSITIVE POWER....................12,307,464 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,307,464 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.1% 14. TYPE OF REPORTING PERSON CO Page 2 of 22 CUSIP No. G-3788-V106 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Thomson S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER.................................None 8. SHARED VOTING POWER.........................12,307,464 9. SOLE DISPOSITIVE POWER............................None 10. SHARED DISPOSITIVE POWER....................12,307,464 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,307,464 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.1% 14. TYPE OF REPORTING PERSON CO Page 3 of 22 SCHEDULE 13D AMENDMENT NO. 1 The following information updates and revises the material contained in the original Schedule 13D report, filed April 23, 1998 (the "Original 13D") by THOMSON multimedia S.A., a French societe anonyme (the "Company"), relating to the voting Ordinary Shares, par value $.01 per share (the "Ordinary Shares"), of Gemstar International Group Limited, a British Virgin Islands corporation ("Gemstar"). Item 1. Security and Issuer. This Schedule 13D relates to the Ordinary Shares of Gemstar, with principal executive offices located at 135 North Los Robles Avenue, Suite 800, Pasadena, California 91101. Item 2. Identity and Background. This Schedule 13D is being filed jointly by the Company and Thomson S.A., a French societe anonyme. The Company's principal business involves the manufacture and distribution of consumer electronics products. The Company is organized under the laws of France and has its principal executive offices at 46 Quai A. Le Gallo, 92100 Boulogne, France. The Company is a wholly-owned subsidiary of Thomson S.A. Thomson S.A.'s principal executive offices are at 173 Boulevard Haussmann 75008 Paris, France. Thomson S.A. principally acts as a holding company for the French government. All of the outstanding shares of Thomson S.A. are owned by the French government. Schedules A, B, C and D respectively, attached hereto and incorporated herein by reference, set forth the name, business address, present principal occupation or employment of the executive officers and directors of the Company and Thomson S.A. and the name, principal business and address of any company or organization in which such employment is carried on, and the citizenship of each director, executive officer and controlling person of the Company and Thomson S.A. During the last five years, none of the Company, Thomson S.A. or any of the persons named on the attached Schedules A, B, C or D has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person 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. Page 4 of 22 Item 3. Sources and Amount of Funds or Other Consideration. 2,020,666 Ordinary Shares were acquired by the Company as a result of the merger of Starsight Telecast, Inc. ("Starsight"), in which the Company held shares, with a subsidiary of Gemstar on May 8, 1997 (the "Merger"). At the time of the Merger, the Company also held two warrants to purchase Starsight shares which were converted into warrants to purchase Ordinary Shares as a result of the Merger. Each warrant entitled the Company to purchase an additional 606,200 Ordinary Shares, the first at a purchase price of $12.30 per share and the second at a purchase price of $16.50 per share. On February 12, 1998, the Company purchased 600,000 Ordinary Shares from Viacom International Inc. ("Viacom") at an aggregate price of $19,200,000 (equal to $32.00 per Ordinary Share) pursuant to a Letter Agreement dated February 7, 1998, between the Company and Viacom (the "Letter Agreement"). The purchase was consummated using the Company's general corporate funds. Item 4. Purposes of Transaction. The shares reported were acquired in connection with the Merger and the transaction described in Item 3 and are held for investment purposes. On October 4, 1999, Gemstar, TV Guide, Inc., a Delaware corporation ("TV Guide") , and G Acquisition Subsidiary Corp., a Delaware corporation ("Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which upon consummation of the transactions contemplated therein, TV Guide will become a wholly owned subsidiary of Gemstar. Concurrently with the execution of the Merger Agreement, the Company entered into an agreement (the "Voting Agreement") pursuant to which the Company agreed to vote its shares in favor of the transactions contemplated by the Merger Agreement (including the issuance of Gemstar's Ordinary Shares in connection with the Merger and the redomestication of Gemstar from the British Virgin Islands to the State of Delaware) and against any inconsistent proposals or transactions. In addition, the Company granted an irrevocable proxy to certain officers of TV Guide and appointed such officers as its attorney-in-fact to vote all the shares beneficially owned by the Company in accordance with the provisions of the Voting Agreement. The Voting Agreement is attached hereto as Exhibit 99.1. Although the Company may, from time to time, purchase and sell Ordinary Shares in public or private transactions, other than as described above and as contemplated by the Voting Agreement, neither the Company or Thomson S.A. has present plans or proposals which may relate to or would result in (a) the acquisition or disposition of additional securities of Gemstar; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Gemstar or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Gemstar or any of its subsidiaries; (d) any change in the present Board of Directors or management of Gemstar, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of Gemstar; (f) any other material change in Gemstar's business or corporate Page 5 of 22 structure; (g) changes in Gemstar's charter, by- laws or instruments corresponding thereto or other actions which may impede the acquisition of control of Gemstar by any person; (h) causing a class of securities of Gemstar to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Gemstar becoming eligible for termination of a registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. The Company beneficially owns 12,307,464 Ordinary Shares, which represent approximately 6.1% of the Ordinary Shares of Gemstar outstanding on September 30, 1999, as reported on Gemstar's Form 10-Q report for the quarter ended as of September 30, 1999, with this number of Ordinary Shares outstanding adjusted for Gemstar's two-for-one stock split paid in December 1999. On January 30, 1998, the Company agreed to the cancellation of the first of the two warrants to purchase 606,200 Ordinary Shares in exchange for a payment from Gemstar of $12,807,700 or $21.13 per Ordinary Share. In January 1999, the Company exercised the remaining warrant for 606,200 Ordinary Shares, paying Gemstar $10,002,300 or $16.50 per Ordinary Share. In April and May of 1999, the Company sold Ordinary Shares of Gemstar in open market transactions on the New York Stock Exchange as follows: Number of Ordinary Price per Date of Sale Shares Sold Ordinary Share - ---------------- ------------------ -------------- April 22, 1999 5,000 $102.1250 April 23, 1999 45,000 100.6000 April 26, 1999 50,000 110.0000 April 27, 1999 25,000 120.5375 May 6, 1999 15,000 125.1000 May 12, 1999 10,000 125.0000 In April 1999, Gemstar's Board of Directors approved a two-for-one stock split in the form of a stock dividend which was paid in May 1999 to shareholders of record as of May 14, 1999. In November 1999, Gemstar's Board of Directors approved a second two-for-one stock split in the form of a stock dividend which was paid in December 1999 to shareholders of record as of November 29, 1999. Page 6 of 22 The Company shares voting and investment power with respect to all shares reported with Thomson S.A. as the Company's majority shareholder. Thomson S.A., as the majority shareholder of the Company, may be deemed to be the beneficial owner of all of the Ordinary Shares owned by the Company. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Company entered into the Voting Agreement on October 3, 1999. Item 7. Material to be Filed as Exhibits. 99.1 Voting Agreement dated October 3, 1999 between TV Guide, Inc. and THOMSON multimedia S.A.(The number of Ordinary Shares beneficially owned by the Company as stated on Schedule 1 to the Voting Agreement does not reflect the sale of 150,000 Ordinary Shares by the Company in April and May of 1999 or the two-for-one stock split paid in December 1999.) 99.2 Agreement relating to filing of joint statements as required by Rule 13d-1(k). Page 7 of 22 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. Date: February 7, 2000 THOMSON MULTIMEDIA S.A. By:/s/ Jim Meyer Jim Meyer Senior Executive Vice President THOMSON S.A. By:/s/ Patrice Maynial Patrice Maynial Corporate Secretary Page 8 of 22 SCHEDULE A THOMSON MULTIMEDIA S.A. EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT (Reported positions are with THOMSON multimedia S.A.) Thierry Breton 46 Quai A. LeGallo Chairman of the Board and French 92100 Boulogne Chief Executive Officer France Patrice Maynial 46 Quai A. LeGallo Senior Vice President, French 92100 Boulogne Corporate Secretary and France Legal Counsel Olivier Mallet 46 Quai A. LeGallo Senior Vice President of French 92100 Boulogne Finance France Olivier Barberot 46 Quai A. LeGallo Senior Vice President of French 92100 Boulogne Human Resources France Herve 46 Quai A. LeGallo Senior Vice President of French Hannebicque 92100 Boulogne Entrepreneurship France Christophe 46 Quai A. LeGallo Senior Executive Vice French Ripert 92100 Boulogne President of SBU Europe France Jim Meyer 10330 N. Meridian St. Senior Executive Vice American Indianapolis, IN President of SBUs Americas, USA Multimedia Products and New Media Services Alain Carlotti 1000 Toa Payoh North Executive Vice President of French Singapore 31899 SBU Asia Page 9 of 22 Al Arras 10330 N. Meridian St. Executive Vice President of American Indianapolis, IN SBU Audio and USA Communications Gilles Taldu 46 Quai A. LeGallo Executive Vice President of French 92100 Boulogne SBU Displays and Key France Components John Neville 46 Quai A. LeGallo Intellectual Property American 92100 Boulogne Coordination (Senior France Executive Vice President) Charles Dehelly 46 Quai A. LeGallo Senior Executive Vice French 92100 Boulogne President of Operations France Coordination Frank Dangeard 46 Quai A. LeGallo Senior Executive Vice French 92100 Boulogne President of Corporate France Coordination Michael O'Hara 10330 N. Meridian St. Senior Vice President of American Indianapolis, IN SBU Americas USA Enrique 10330 N. Meridian St. Vice President of SBU Mexican Rodriguez Indianapolis, IN Multimedia Products USA
Page 10 of 22 SCHEDULE B THOMSON MULTIMEDIA S.A. DIRECTORS
NAME BUSINESS ADDRESS PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT Thierry Breton 46 Quai A. LeGallo Chairman of the Board and French 92100 Boulogne Chief Executive Officer of France THOMSON multimedia S.A. Emmanuel Le Bervil - 12 rue Section Head, French French Caquot Villiot Department of Industry Digitip 3 75572 Paris Cedex 12 France Jacques-Louis 3, rue d'Anjou Professor Emeritus at French Lions 75008 Paris College de France France Stephane Pallez 139 rue de Berry - Deputy Director, French French Teledoc 227 Department of Treasury 75231 Paris Cedex 05 France Marcel Roulet 11, rue d'Anjou Former Chairman and CEO French 75008 Paris of Thomson S.A., Former France Chairman and CEO of France Telecom Frank Dangeard 46 Quai A. LeGallo Senior Executive Vice French 92100 Boulogne President of THOMSON France multimedia S.A., Senior Executive Vice President of Thomson S.A. Pierre Cabanes 173, Bd Haussmann Senior Executive Vice French 75008 Paris President of Thomson S.A. France Page 11 of 22 Jacques 54 rue de la Boelie Secretary General, Alcatel French Dunogue 75008 Paris S.A. France Eddy W. 2230 East Imperial Corporate Senior Vice American Hartenstein Highway President of Hughes El Sequndo, CA 90245 Electronics Corporation, USA President of DIRECTV Bernard Vergnes 92977 Paris Le Defense Chairman of Microsoft, French Cedex, France Europe Iwao Shinohara 7-1, Shiba 5-Chome Senior Vice President of Japanese Minato-Ku Tokyo 108- NEC Corporation 01 - Japan Gerard 46 Quai A. LeGallo General Manager, Europe French Meymarian 92100 Boulogne TV Profit Center, France THOMSON multimedia S.A. Jean de Rotalier 46 Quai A. LeGallo Sales Planning Manager of French 92100 Boulogne THOMSON multimedia France S.A. Catherine 46 Quai A. LeGallo Financial Controller of French Cavallari 92100 Boulogne THOMSON multimedia France S.A.
Page 12 of 22 SCHEDULE C THOMSON S.A. EXECUTIVE OFFICERS
NAME BUSINESS ADDRESS PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT Thierry Breton 173 Boulevard Chairman and Chief French Haussmann, 75008 Executive Officer of Paris, France Thomson S.A. Pierre Cabanes 173 Boulevard Senior Executive Vice French Haussmann, 75008 President of Thomson S.A. Paris, France Frank Dangeard 46 Quai A. LeGallo Senior Executive Vice French 92100 Boulogne President of Thomson S.A. France Patrice Maynial 46 Quai A. LeGallo Corporate Secretary of French 92100 Boulogne Thomson S.A. France
Page 13 of 22 SCHEDULE D THOMSON S.A. DIRECTORS
NAME BUSINESS ADDRESS PRINCIPAL CITIZENSHIP OCCUPATION OR EMPLOYMENT Thierry Breton 46 Quai A. LeGallo Chairman of the Board and French 92100 Boulogne Chief Executive Officer of France THOMSON multimedia S.A. Jean-Paul 26, Bd. Victor Adjoint au Delegue General French Gillyboeuf 00460 Paris Armees pour l'Armement France Delegation Generale pour l'Armement (French government) Jean-Pierre 31/33 rue de la Directeur aupres du French Noblanc Federation 75752 Paris, President de CEA Industrie, Cedex 15 charge des Composants France President du Conseil de Surveillance de SGS- THOMSON (Semiconductor company) Paul Hamon 17, Boulevard Gaston- Operateur for Thomson French Birge Television Angers, a BP 826 subsidiary of Thomson S.A. 49808 Anges Cedex France Serge Bourget 17, Boulevard Gaston- Analyste programmer, French Birge Thomson Television Angers, BP 826 a subsidiary of Thomson 49808 Anges Cedex S.A. France Page 14 of 22 M. Didier Le Bervil - 12 rue Ministere De L'Economie, French Bureau Villiot Des Finances Et De DIGITIP 3 L'Industrie - Secretariat A 75572 Paris Cedex 12 L'Industrie (French France Government) M. Michel Colin 16, avenue de Saint- Tresoner Payeur General des French Cloud Yvelines 78018 Versailles Cedex Tresorere Generale Des France Yvelnes (French Government) M. Jerome Haas 139 rue de Bercy - Sous-Directeur au Service French Teledoc 227 des Participations a la 75572 Paris Cedex 12 Direction du Tresor France Ministere De L'Economie, Des Finances Et De L'Industrie (French Government) M. Guy de 139 rue de Berch - Chef de Service French Monchy Teledoc 653 Direction de la Prevision 75572 Paris Cedex 12 Ministere De L'Economie, France Des Finances Et De L'Industrie (French Government) M. Marc Tessier 7 Esplanada Henri de President de FRANCE French France Television (television 75907 Paris Cedex 165 broadcasting company) France M. Thierry 2 rue Pilet-Will Directeur General du G.A.N. French Aulagnon 75009 Paris Direction Generale Deleguee France Finances et Logistique M. Bernard Domaine de Voluceau President Directeur General French Larrouturou Rocquencourt - BP 105 de INRIA (French 78153 Le Chesnay Government) Cedex, France Page 15 of 22 M. Guy de Bureau 59A64 - 68 President Directeur General French Panafieu route de Versailles du Groupe BULL (computer BP 434 equipment and information 78434 Louveciennes services company) Cedex, France M Ervin Direction des Grandes Membre du Cornite de French Rosenberg Entreprises Direction Generale de la 2 rue Laffitte B.N.P. (financial institution) 75450 Paris Cedex 09 M. Jean-Marie 46, Quai Alphonse Le Representant des salaries French Duboc Gallo Thomson Multimedia S.A. 92100 Boulogne France M. Alain Route de Dole Representant des salaries French Rocoplan 21110 Genlis Thomson Tubes & Display France M. Gilles Bujot Rue Du Gatinais Representant des salaries French BP 3 Thomson Videoglass 77167 Bagneaux Sur Long France M. Berirand Le 14 rue Saint-Dominque Controleur General des French Menestrel 00450 Paris Armees Armees France Groupe de Controle des Services et des Industries d'Armement (French Government) M. Thierry Colin Tour Franatome Commissaire aux Comptes French Cedex 16 titulaire 92084 Paris La Defense Cabinet Mazars & Guerard France (French Government) M. Christian 41 rue Ybry Commissaire aux Comptes French Chiarasini 92576 Neuilly Sur Seine titulaire Cedex, France Cabinet Barbier Frinault & Autres (French Government) Page 16 of 22 M. Patrick de Tour Framatome Commissaire aux Comptes French Cambourg Cedex 16 suppleant 92084 Paris La Defense Cabinet Mazars & Guerard France (French Government) M. Alain 41, rue Ybry Commissaire aux Comptes French Grosmahn 92576 Neully Sur Seine suppleant Cedex, France Cabinet Barbier Frinault & Autres (French Government)
Page 17 of 22 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 October 3, 1999 TV Guide, Inc. 7140 S. Lewis Avenue Tulsa, Oklahoma 74136-5422 Re: Agreement of Principal Stockholder Concerning Transfer and Voting of Shares of Gemstar International Group Limited The undersigned understands that TV Guide, Inc., A Delaware corporation ("TV Guide"), and Gemstar International Group Limited, a British Virgin Islands corporation ("Gemstar"), of which the undersigned is a stockholder, are prepared to enter into an agreement for the merger (the "Merger") of G Acquisition Subsidiary Corp., a Delaware corporation ("Sub"), into TV Guide, but that TV Guide has conditioned its willingness to proceed with such agreement (the "Merger Agreement") upon receipt from the undersigned of assurances satisfactory to TV Guide of the undersigned's support of and commitment to the Merger. In order to evidence such commitment and to induce TV Guide to enter into the Merger Agreement, the undersigned hereby represents and warrants to TV Guide and agrees with TV Guide as follows: 1. Voting. The undersigned will vote or cause to be voted at any meeting of the stockholders of Gemstar and in any action by consent by the stockholders of Gemstar all shares of capital stock of Gemstar owned of record or beneficially owned or held in any capacity by the undersigned or under the control of the undersigned in favor of the Merger and the issuance of the Parent Common Stock in connection with the Merger and other transactions provided for in or contemplated by the Merger Agreement (including the domestication of Gemstar from the British Virgin Islands to the State of Delaware), and against any inconsistent proposals or transactions. 2. Ownership. As of the date hereof, Schedule 1 hereto sets forth the shares of Parent Common Stock owned by the undersigned of record or beneficially, including shares issuable upon the exercise or conversion of options or convertible securities of Gemstar (collectively, the "Shares"). 3. No Ownership Interest. Except as set forth in Section 1, nothing contained in this Voting Agreement shall be deemed to vest in anyone other than the undersigned any direct or indirect ownership or incidents of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain and belong to the undersigned, and no one shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of Gemstar or exercise any power or authority to direct the voting of any of the Shares as a result of this Voting Agreement, except to the extent otherwise expressly provided herein. Page 18 of 22 4. Restrictions on Transfer. During the period from the date of the Merger Agreement and continuing until the earlier of (i) September 30, 2000; (ii) the termination of the Merger Agreement pursuant to its terms; or (iii) the Effective Time (as defined in the Merger Agreement), the undersigned will not sell, transfer, pledge or otherwise dispose of any of the Shares or any interest therein or agree to sell, transfer, pledge or otherwise dispose of any of the Shares or any interest therein, without your express written consent, unless the transferee of the Shares agrees in writing to be bound by the terms of this Voting Agreement; provided, however, that (x) the undersigned may, without your consent, sell up to 15% of the Shares owned, in the aggregate, by the undersigned, and (y) the undersigned may pledge the Shares to secure bona fide indebtedness or bona fide monetization transactions or to secure the obligations of a person in connection with derivative transactions and settlement obligations thereunder (including, without limitation, puts, calls, collars, swaps, etc.) with respect to the Shares of Common Stock, provided that the terms of such derivative transaction permit cash settlement of a party's obligations thereunder and do not restrict our obligations to vote their pledged Shares in accordance with Section 1 hereof. The provisions of Section 5 of this Agreement shall not apply to Shares disposed of under clause (x) of the preceding sentence of this Section 4. 5. Grant of Irrevocable Proxy; Appointment of Proxy. (a) The undersigned hereby irrevocably grants to, and appoints, Peter Boylan and Joe Kiener, in their respective capacities as officers of the TV Guide, any individual who hereafter shall succeed to any such office of TV Guide, and each of them individually, the undersigned's proxy and attorney-in-fact (with full power of substitution), for and in the undersigned's name, place and stead, to vote the Shares, or grant a consent or approval in respect of such Shares, in accordance with our covenants in Section 1 hereof. (b) The undersigned represents that any proxies heretofore given in respect of the Shares are not irrevocable, and that all such proxies are hereby revoked. (c) The undersigned hereby affirms that the irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the undersigned's duties under this Agreement. The undersigned hereby further affirms that the irrevocable proxy is coupled with an interest an may under no circumstances be revoked. The undersigned hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. 6. Termination. This letter agreement and the undersigned's obligations hereunder will terminate upon the earlier to occur of (i) the Effective Time as defined in the Merger Agreement; (ii) the date on which the Merger Agreement is terminated; or (iii) September 30, 2000. Page 19 of 22 7. Effective Date; Succession; Remedies. Upon your acceptance and execution of the Agreement, this letter agreement shall mutually bind and benefit you and the undersigned, any of the undersigned's heirs, successors and assigns any of your successors. You will not assign the benefit of this letter agreement other than to a wholly owned subsidiary. The undersigned agrees that in light of the inadequacy of damages as a remedy, specific performances shall be available to you, in addition to any other remedies you may have for the violation of this letter agreement. 8. Nature of Holdings; Shares. All references herein to our holdings of the Shares shall be deemed to include Shares held or controlled by any of us, individually, jointly (as community property or otherwise), or in any capacity, and shall extend to any securities issued to any of us in respect of the Shares. 9. Defined Terms. All capitalized terms used herein shall have the meaning ascribed to such term in the Merger Agreement, unless otherwise defined herein. 10. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. Very truly yours, Principal Stockholder THOMSON multimedia S.A. By: /s/ J.E. Meyer Name: J.E. Meyer Its: Senior Executive Vice President ACCEPTED: TV GUIDE, INC. By: /s/ Peter C. Boylan III Name: Peter C. Boylan III Its: President Page 20 of 22 Schedule 1 Beneficial Owner Ordinary Shares Owned - ----------------------- --------------------- THOMSON multimedia S.A. 6,453,732 Page 21 of 22 EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 AGREEMENT Each of the undersigned persons hereby agrees that any statement on Schedule 13D, including any amendments thereto, filed by any of such persons with the Securities and Exchange Commission pursuant to Section 13(d) under the Securities Exchange Act of 1934, as amended, in respect of the beneficial ownership of equity securities of Gemstar International Group Limited. shall be deemed to be filed on behalf of each of such persons. IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto effective on the 7th day of February, 2000. THOMSON S.A. By:/s/Patrice Maynial Patrice Maynial Corporate Secretary THOMSON MULTIMEDIA S.A. By:/s/ Jim Meyer Jim Meyer Senior Executive Vice President Page 22 of 22 -----END PRIVACY-ENHANCED MESSAGE-----