-----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, I4ugYTYPEqCFMXMSQsGkemsKq8ydizqJ//RJpn5Q+Jttm/QFkYsxSWDGqyoA9+iX O6sGGn9RhZ4Yo2xAQBTmEg== 0000940180-97-001208.txt : 19980102 0000940180-97-001208.hdr.sgml : 19980102 ACCESSION NUMBER: 0000940180-97-001208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971231 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BET HOLDINGS INC CENTRAL INDEX KEY: 0000879306 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521742995 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41801 FILM NUMBER: 97747195 BUSINESS ADDRESS: STREET 1: ONE BET PLAZA STREET 2: 1900 W PL NE CITY: WASHINGTON STATE: DC ZIP: 20018-1211 BUSINESS PHONE: 2026082000 MAIL ADDRESS: STREET 1: ONE BET PLAZA STREET 2: 1900 W PLACE NE CITY: WASHINGTON STATE: DC ZIP: 20018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELE COMMUNICATIONS INC /CO/ CENTRAL INDEX KEY: 0000925692 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841260157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 BUSINESS PHONE: 3032675500 MAIL ADDRESS: STREET 1: 5619 DTC PARKWAY CITY: ENGLEWOOD STATE: CO ZIP: 80111-3000 FORMER COMPANY: FORMER CONFORMED NAME: TCI LIBERTY HOLDING CO DATE OF NAME CHANGE: 19940620 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 2) BET Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $.02 per share (Title of Class of Securities) 086585-10-6 (CUSIP Number) Stephen M. Brett, Esq. Frederick H. McGrath, Esq. Howard V. Sinclair Senior Vice President Baker & Botts, L.L.P. Arent, Fox, Kintner, and General Counsel 599 Lexington Avenue Plotkin & Kahn Tele-Communications, Inc. New York, New York 10022-6030 1050 Connecticut Avenue, N.W. 5619 DTC Parkway (212) 705-5000 Washington, D.C. 20036-5339 Englewood, CO 80111 (202) 857-6000 (303) 267-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 22, 1997 (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 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 [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). *NOTE: THIS STATEMENT CONSTITUTES AMENDMENT NO. 2 OF THE REPORTING GROUP SCHEDULE 13D AND ALSO CONSTITUTES AMENDMENT NO. 8 OF A REPORT ON SCHEDULE 13D OF ROBERT L. JOHNSON AND AMENDMENT NO. 2 OF A REPORT ON SCHEDULE 13D OF TELE-COMMUNICATIONS, INC. CUSIP No. 086585-10-6 (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Robert L. Johnson (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] (3) SEC Use Only (4) Source of Funds BK, OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization
United States Number of (7) Sole Voting Power 0 shares Shares Beneficially (8) Shared Voting Power 10,631,103 shares* Owned by Each (9) Sole Dispositive Power 0 shares Reporting Person (10) Shared Dispositive Power 10,631,103 shares* With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,631,103 shares* (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 63.6% Assumes conversion of all shares of Class B Common Stock and Class C Common Stock beneficially owned by the Reporting Persons into shares of Class A Common Stock. Because each share of Class B Common Stock and Class C Common Stock generally is entitled to ten votes per share while the Class A Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 91.8% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) IN ___________ * Includes 103,600 shares beneficially owned by Mr. Johnson's spouse, as to which shares the Reporting Persons disclaim beneficial ownership. CUSIP No. 086585-10-6 Page 2 of 22 pages (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Tele-Communications, Inc. 84-1260157 (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] (3) SEC Use Only (4) Source of Funds BK, OO (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization
Delaware Number of (7) Sole Voting Power 0 shares Shares Beneficially (8) Shared Voting Power 10,631,103 shares* Owned by Each (9) Sole Dispositive Power 0 shares Reporting Person (10) Shared Dispositive Power 10,631,103 shares* With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,631,103 shares* (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (13) Percent of Class Represented by Amount in Row (11) 63.6% Assumes conversion of all shares of Class B Common Stock and Class C Common Stock beneficially owned by the Reporting Persons into shares of Class A Common Stock. Because each share of Class B Common Stock and Class C Common Stock generally is entitled to ten votes per share while the Class A Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 91.8% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO ______________ * Includes 103,600 shares beneficially owned by Mr. Johnson's spouse, as to which shares the Reporting Persons disclaim beneficial ownership. Page 3 of 22 pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Statement of ROBERT L. JOHNSON and TELE-COMMUNICATIONS, INC. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of BET HOLDINGS INC. This Report on Schedule 13D relates to the Class A common stock, par value $.02 per share (the "Class A Stock"), of BET Holdings, Inc., a Delaware corporation (the "Company"). The Report on Schedule 13D originally filed by the Reporting Group (as defined below) on September 16, 1997 as amended and supplement by an amendment thereto previously filed with the Commission (collectively, the "Reporting Group Schedule 13D") is hereby amended and supplemented to include the information contained herein, and this Report constitutes Amendment No. 2 to the Reporting Group Schedule 13D. The Report on Schedule 13D originally filed by Robert L. Johnson on November 12, 1991, as amended and supplemented by the amendments thereto previously filed with the Commission (collectively, the "Johnson Schedule 13D"), is hereby amended and supplemented to include the information contained herein, and this Report constitutes Amendment No. 8 to the Johnson Schedule 13D. In addition, the Report on Schedule 13D originally filed by Tele-Communications, Inc., a Delaware corporation ("TCI"), on August 15, 1994, as amended and supplemented by the amendments thereto previously filed with the Commission (collectively, the "TCI Schedule 13D"), is hereby amended and supplemented to include the information contained herein, and this Report constitutes Amendment No. 2 to the TCI Schedule 13D. Mr. Johnson and TCI (each, a "Reporting Person") constitute a "group" for purposes of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to their respective beneficial ownership of the Class A Stock and are collectively referred to as the "Reporting Group." The Johnson Schedule 13D, the TCI Schedule 13D, and the Reporting Group Schedule 13D, are collectively referred to as the "Schedule 13D." The summary descriptions contained in this Report of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents filed as Exhibits hereto and incorporated herein by reference. Information contained herein with respect to each Reporting Person and its executive officers, directors and controlling persons is given solely Page 4 of 22 pages by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person. ITEM 4. PURPOSE OF TRANSACTION. The information set forth in Item 4 of the Johnson Schedule 13D, the TCI Schedule 13D and the Reporting Group Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information also constitutes the Reporting Group Schedule 13D: The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference herein. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in Item 5 of the Johnson Schedule 13D, the TCI Schedule 13D and the Reporting Group Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information also constitutes the Reporting Group Schedule 13D: (a)-(b) Due to the rescission of a broker oversell of 15,330 shares of the Company's Class A Stock owned by Mr. Johnson, the number of shares beneficially owned by the Reporting Persons was understated in the Reporting Group Schedule 13D. In addition, since the filing of the most recent amendment to the Reporting Group Schedule 13D, a number of options held by Mr. Johnson or his spouse have become exercisable or will become exercisable in the next 60 days, thus resulting in an increase in the number of shares beneficially owned by the Reporting Group. The Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1997 (the "Company 10-K") reports that as of October 17, 1997 there were outstanding 10,055,048 shares of Class A Stock, 1,831,600 shares of Class B Stock and 4,820,000 shares of Class C Stock. Based upon the number of shares outstanding as set forth in the Company 10-K and assuming the conversion into Class A Stock of all shares of Class B Stock and Class C Stock held by the Reporting Persons, the Reporting Persons beneficially own an aggregate of 10,631,103 shares of Class A Stock, or approximately 63.6% of the shares of Class A Stock deemed outstanding. Of these shares, (i) Mr. Johnson owns 1,929,203 shares of Class A Stock and 4,820,000 shares of Class C Stock and holds options (which are currently exercisable or become exercisable within the next 60 days) to acquire 218,700 shares of Class A Stock, and (ii) TCI (through Liberty) owns 1,831,600 shares of Class A Stock and 1,831,600 shares of Class B Stock. The shares of Class A Stock beneficially owned by Mr. Johnson (including shares issuable upon exercise of such options) constitute approximately 21.4% of the outstanding shares of Class A Stock (without giving effect to the conversion of Mr. Johnson's shares of Class C Stock), the shares of Class A Stock beneficially owned by TCI constitute approximately 18.2% of the outstanding shares of Class A Stock (without giving effect to the conversion of TCI's shares of Class B Stock), the shares of Class B Stock beneficially owned by TCI constitute 100% of the outstanding shares of Class B Stock, and the shares of Class C Stock beneficially owned by Mr. Johnson constitute 100% of the outstanding shares of Class C Stock. With respect to Mr. Johnson, the foregoing amounts include 100 shares of Class A Stock and options Page 5 of 22 pages (which are currently exercisable or become exercisable within the next 60 days) to acquire 103,500 shares of Class A Stock held by Mr. Johnson's wife. The Reporting Persons disclaim beneficial ownership of all shares and options held by Mr. Johnson's wife. Because of the voting power attributable to the Class B Stock and Class C Stock beneficially owned by the Reporting Persons, the Company Securities beneficially owned by the Reporting Persons constitute approximately 91.8% of the outstanding voting power of the Company. By virtue of their status as a "group" for purposes of Rule 13d-5, each of Mr. Johnson and TCI may be deemed to have shared voting and dispositive power over the shares owned by the other person. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER The information set forth in Item 6 of the Johnson Schedule 13D, the TCI Schedule 13D and the Reporting Group Schedule 13D is hereby amended and supplemented by adding the following information thereto, and such information also constitutes the Reporting Group Schedule 13D: On December 22, 1997, Robert L. Johnson and Liberty entered into a letter agreement, dated as of September 11, 1997, relating to their joint activities in connection with the proposed Acquisition (the "Letter Agreement"). A copy of the Letter Agreement is filed as an Exhibit hereto and is hereby incorporated by reference herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 4. Letter Agreement between Robert L. Johnson and Liberty Media Corporation. Page 6 of 22 pages SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 30, 1997 /s/ Robert L. Johnson ---------------------- Robert L. Johnson TELE-COMMUNICATIONS, INC. By: /s/ Stephen M. Brett ---------------------- Name: Stephen M. Brett Title: Executive Vice President and General Counsel Page 7 of 22 pages EXHIBIT INDEX Seq. Pg. No. 1. Joint Filing Agreement between Robert L. Johnson and Tele- Communications, Inc. regarding joint filing of Schedule 13D.* 2. Letter, dated September 10, 1997, from Robert L. Johnson and Liberty Media Corporation to the Board of Directors of the Company.* 3. Letter, dated September 19, 1997, from Robert L. Johnson and Liberty Media Corporation to Delano E. Lewis, the sole member of the Special Committee of the Board of Directors of the Company.* 4. Letter Agreement between Robert L. Johnson and Liberty Media Corporation. * Previously filed. Page 8 of 22 pages EX-4 2 LETTER AGREEMENT Exhibit 4 LIBERTY MEDIA CORPORATION 8101 East Prentice Avenue, Suite 500 Englewood, CO 80111 September 11, 1997 Robert L. Johnson 2915 Audubon Terrace, N.W. Washington, D.C. 20018 Dear Mr. Johnson: This letter agreement (this "Agreement") confirms the agreement between Robert L. Johnson ("Johnson", which term shall include any entity formed by Mr. Johnson to hold the Company Securities (as defined below) beneficially owned by him) and Liberty Media Corporation ("Liberty") with respect to the proposed joint acquisition (the "Acquisition") of BET Holdings, Inc. (the "Company"). This Agreement sets forth the general terms and conditions under which Liberty and Johnson will act together in respect of the Acquisition, together with the rights and obligations of Johnson and Liberty in respect of each other in connection with the Acquisition. 1. The Acquisition. Johnson and Liberty agree to proceed with the --------------- Acquisition jointly and, subject to the terms and conditions contained herein, to use their respective commercially reasonable efforts to cause the Acquisition to be consummated as promptly as practicable. Until the Acquisition is consummated, all material decisions with respect to the Acquisition (including, without limitation, decisions relating to the price to be offered to Page 9 of 22 pages acquire the outstanding capital stock of the Company, the treatment of outstanding options, warrants or other rights to acquire securities of the Company, the structure of the Acquisition, and the settlement of any legal actions relating to the Acquisition) shall be as Johnson and Liberty may mutually agree. Johnson and Liberty agree to use their respective commercially reasonable efforts, acting in good faith, to resolve, on a mutually acceptable basis, any disagreements they may have with respect to such material decisions. The date of the consummation of the acquisition of all Company Securities (as defined below) (other than Company Securities owned by Johnson and Liberty) is hereinafter referred to as the "Acquisition Date." 2. Formation of Newco; Equity Interests. (a) In order to facilitate ------------------------------------ the Acquisition, Johnson and Liberty intend to form an acquisition entity ("Newco," which term shall include the entity surviving any merger or business combination between the Company and Newco). The parties presently contemplate that Newco will be a Delaware corporation. Each of Johnson and Liberty agree, subject to both parties and any applicable lenders agreeing as to the treatment of any indebtedness secured by any party's Company Securities, (i) to contribute to Newco contemporaneously with and contingent upon the consummation of the Acquisition all Company Securities owned by such party as of the date hereof and (ii) that upon such contribution, such Company Securities will be free of any liens, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created by or pursuant to this Agreement or as a result of applicable state and federal securities laws). Schedule I hereto contains a list of all Company Securities owned by each of Johnson and Liberty as of the date hereof, which list is true and correct in all material respects. To the extent that the parties are Page 10 of 22 pages required prior to the Acquisition Date to advance funds to Newco in connection with the Acquisition, each party will enter into margin or other loan agreements on terms reasonably acceptable to such party (which terms may require such party to pledge all of the Company Securities owned by such party to such lender in connection with such loan) and to borrow such amounts (subject to margin rules) as may be required to satisfy such party's obligation to advance funds hereunder, and contribute or, if the parties so mutually agree, lend, the proceeds of such borrowings to Newco. The term "Company Securities" shall mean all shares of capital stock of the Company and all options, warrants and other rights to acquire capital stock of the Company. (b) The parties' equity interests in Newco shall be based upon the value of their respective contributions to Newco. For purposes of the foregoing, (i) all contributions of shares of Class A Common Stock, Class B Common Stock and Class C Common Stock shall be valued at the price per share of Class A Common Stock to be paid to unaffiliated stockholders of the Company in the Acquisition (the "Offer Price") and (ii) all contributions of options, warrants or other rights to acquire Company Securities will be valued at the spread between the Offer Price and the exercise price of such option, warrant or other right. Upon their contribution of Company Securities or cash to Newco in connection with the Acquisition, each of Johnson and Liberty will be issued equity interests in Newco which will be in proportion to the aggregate value of his or its contribution to Newco. (c) As soon as is reasonably practicable, the parties will negotiate in good faith the terms of a stockholders' agreement or similar arrangement which should include, among other Page 11 of 22 pages things, provisions (i) relating to the governance of Newco and the Company following the Acquisition Date and (ii) providing for reasonable liquidity for each of the parties. 3. Financing. The parties agree to work together to arrange --------- appropriate financing for the Acquisition and matters related thereto as previously discussed by the parties, and the parties' obligations hereunder are conditioned upon the obtaining of such financing on terms and conditions reasonably acceptable to each party. In the event the parties are required to obtain financing prior to the Acquisition, the parties agree to cooperate with respect to the obtaining of such financing and to coordinate such interim financing with the permanent financing for the Acquisition. 4. Representations and Warranties of Johnson. Johnson represents and ----------------------------------------- warrants to Liberty that: this Agreement has been duly executed and delivered by Johnson and, assuming the due execution and delivery thereof by Liberty, is a valid and binding obligation of Johnson, enforceable against him in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; the execution and delivery of this Agreement and the performance of Johnson's obligations hereunder will not conflict with or result in a material breach or violation of (i) any material agreement to which Johnson is a party or by which he or his property are bound, or (ii) assuming expiration of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), without objection to the transactions contemplated hereby by the Department of Page 12 of 22 pages Justice (the "DOJ") or the Federal Trade Commission (the "FTC"), any applicable law or regulation; except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of Johnson's knowledge, threatened against Johnson, Liberty, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; except for filings under the HSR Act, no consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Johnson to execute, deliver and perform his obligations under this Agreement; except as set forth on Schedule II, Johnson is the record and beneficial owner of the Company Securities listed below his name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and non-assessable, and such Company Securities are free of any liens, claims, charges, security interests, pledges or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and other than as set forth in Schedule I, Johnson does not beneficially own any Company Securities. 5. Representations and Warranties of Liberty. Liberty represents and ----------------------------------------- warrants to Johnson that: (a) Liberty is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to execute, deliver and perform this Agreement, and the performance of Liberty's obligations hereunder have been duly authorized by all necessary action (corporate or other) on the part of Liberty; (b) this Agreement has been duly executed and delivered by Liberty and, assuming the due execution and delivery hereof by Johnson, is a valid and binding obligation of Liberty, enforceable in accordance Page 13 of 22 pages with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; (c) the execution and delivery of this Agreement and the performance of Liberty's obligations hereunder will not conflict with or result in a material breach or violation of (i) any material agreement to which Liberty is a party or by which Liberty or its property is bound, or (ii) assuming expiration of all applicable waiting periods under the HSR Act without objection to the transactions contemplated hereby by the DOJ or the FTC, any applicable law or regulation; (d) except for certain Delaware stockholder suits, there is no action, suit, proceeding or investigation pending or, to the best of Liberty's knowledge, threatened against Liberty, Johnson, Newco, the Company or their respective affiliates relating to the transactions contemplated by this Agreement, including, without limitation, the Acquisition; (e) except for filings under the HSR Act, no consent, approval or authorization of, or any registration, qualification or filing with, any governmental agency or authority or any other person is required in order for Liberty to execute, deliver and perform its obligations under this Agreement; (f) except as set forth on Schedule III Liberty is the record and beneficial owner of the Company Securities listed below its name on Schedule I hereto, such Company Securities have been validly issued, are fully paid and non-assessable, and such Company Securities are free of any liens, claim charges, security interests, pledges, or encumbrances of any kind (other than any of the foregoing created herein or hereby or as a result of applicable state and federal securities laws); and (g) other than as set forth in Schedule I, neither Liberty nor Tele-Communications, Inc. ("TCI") beneficially owns any Company Securities. Page 14 of 22 pages 6. Covenants of Liberty and Johnson. (a) Each of Liberty and Johnson -------------------------------- agree that it or he will (i) vote all shares of Company Common Stock in respect of which it or he has, directly or indirectly, the power to vote or control the voting of, in favor of the Acquisition; (ii) vote all shares of Company Common Stock in respect of which it or he has, directly or indirectly, the power to vote or control the voting of, against any Alternative Transaction (as defined below); (iii) except for the contribution contemplated by Section 2 hereof, not sell or dispose of any Company Securities owned (now or at any time prior to the Acquisition), directly or indirectly, by it or him, (iv) not enter into any agreement, arrangement or understanding with any other person the effect of which is to limit or restrict its or his right to vote any shares of Company Common Stock in accordance with the terms of this Agreement; (v) not enter into any agreement, arrangement or understanding with any other person with respect to the purchase, sale or voting of shares of Company Common Stock; and (vi) not solicit any Alternative Transaction; provided, however, that the parties -------- ------- acknowledge and agree that the matters referred to in clauses (v) and (vi) above shall not restrict or limit actions taken by Johnson or any officer or director of Liberty or TCI serving on the Board of Directors of the Company, provided that such actions are taken in such person's capacity as a director of the Company pursuant to such person's fiduciary duties. (b) For purposes of this Agreement, an "Alternative Transaction" means a transaction or series of related transactions (other than the Acquisition) resulting in (a) any change of control of the Company, (b) any merger or consolidation of the Company in which another person acquires 25% or more of the aggregate voting power of all voting securities of Page 15 of 22 pages it or the surviving corporation, as the case may be, (c) any tender offer or exchange offer for, or any acquisitions of, any securities of the Company which, if consummated, would result in another person owning 25% or more of the aggregate voting power of all voting securities of the Company or (d) any sale or other disposition of assets of the Company or any of its subsidiaries if the fair market value of such assets exceeds 25% of the aggregate fair market value of the assets of the Company and its subsidiaries taken as a whole before giving effect to such sale or other disposition. 7. Regulatory Approvals. The obligations of the parties under -------------------- Sections 1 and 2 of this Agreement are conditioned upon the receipt of all necessary governmental and agency approvals required for the consummation of the transactions contemplated hereby, including but not limited to, compliance with all securities laws and the expiration or termination of all applicable waiting periods under the HSR Act. 8. Fees and Expenses. All costs and expenses incurred in connection ----------------- with this Agreement and the transactions contemplated hereby shall be paid or reimbursed by Newco following the Acquisition, or if the Acquisition is not consummated, then paid by the parties in proportion to their respective equity interests in Newco (assuming for such purpose that each party had contributed all Company Securities beneficially owned by it in accordance with Section 2). In the event that the Acquisition is not consummated and the Company makes any payment to Newco pursuant to the terms of a definitive Acquisition Agreement, then the proceeds of such Page 16 of 22 pages payment will be allocated first to the payment of the foregoing costs and expenses, and thereafter to Johnson and Liberty in accordance with their respective equity interests in Newco. 9. Indemnification. If, after Newco and the Company enter into a --------------- definitive acquisition agreement (the "Acquisition Agreement"), either party (the "Acting Party") breaches or causes Newco to breach such Acquisition Agreement (including, but not limited to, as a result of any breach of any representation, warranty or covenant in this Agreement) and the Company thereafter (x) terminates such Acquisition Agreement and (y) asserts a claim or cause of action against Newco or the parties, then the Acting Party shall indemnify the other party for any loss, damage, or expense (including reasonable legal fees and expenses) arising out of or relating to such claim or cause of action. This right of indemnification shall apply notwithstanding the status of the parties as joint and several obligors under the Acquisition Agreement. If both parties have contributed to cause the events described in the first sentence of this Section, then liability will be allocated between the parties in proportion to their relative fault. 10. Salomon Engagement Letter. (a) Johnson and Liberty intend to ------------------------- enter into an engagement letter (the "Engagement Letter", which term shall include for purposes of this Agreement any related indemnification letter or agreement) with Salomon Brothers Inc ("Salomon") retaining Salomon as the financial advisor for Johnson and Liberty in connection with the Acquisition. Johnson and Liberty agree that (i) any amounts payable to Salomon under the Engagement Letter prior to the consummation of the Acquisition shall be paid by the parties in proportion to their respective equity interests in Newco (assuming for such purpose that each Page 17 of 22 pages party had contributed all Company Securities beneficially owned by it in accordance with Section 2 and (ii) any amounts payable to Salomon under the Engagement Letter upon the consummation of the Acquisition shall be paid or reimbursed by the Company, or the entity succeeding to the Company's business, following the Acquisition. (b) The parties anticipate that the Engagement Letter will contain certain joint and several obligations of Johnson and Liberty to indemnify Salomon and/or certain other persons specified in the Engagement Letter (the "Indemnified Persons") against certain liabilities. Johnson and Liberty agree that if any act or omission of a party gives rise to an obligation to indemnify any Indemnified Person (including, but not limited to, as a result of any breach of a representation or warranty of such party contained in the Engagement Letter or the failure by such party to perform any obligations undertaken by it in the Engagement Letter) or gives rise to a cause of action by Salomon against the parties pursuant to the Engagement Letter, then, notwithstanding that the parties may be jointly and severally liable for such loss, damage or expense pursuant to the Engagement Letter, such breaching or defaulting party shall indemnify the other party for any loss, damage or expense such other party may incur or suffer as a result of such act or omission. If the acts or omissions of both parties cause or contribute to such loss, damage or expense, then such loss, damage or expense shall be allocated between Johnson and Liberty in proportion to the relative fault of each party. In the event that (i) the Acquisition is not consummated and this Agreement is terminated and (ii) either Johnson or Liberty (or an affiliate thereof) subsequently seeks or proposes to acquire all or a significant portion of the Company's equity securities or assets, without the participation of the other party (a "Subsequent Attempt"), then the party Page 18 of 22 pages engaging in the Subsequent Attempt shall indemnify and hold harmless the other party (the "Non-Acquiring Party") from any loss, damage or reasonable expense incurred in connection with (x) claims which arise out of or relate to the Subsequent Attempt and which assert that the Non-Acquiring Party is engaged in or responsible for the Subsequent Attempt in the capacity of a bidder or acquiror, or (y) claims made against the Non-Acquiring Party pursuant to paragraph 5 of the Engagement Letter. 11. Governing Law. This letter shall be governed by and construed in ------------- accordance with the substantive law of the State of New York without regard to conflict of law principles thereof. 12. Termination. This Agreement may be terminated (a) by the mutual ----------- agreement of the parties or (b) by either party if the Acquisition has not been consummated on or before June 30, 1998. In the event this Agreement is terminated, the parties agree to take such actions as may be necessary in order to terminate the Engagement Letter simultaneous with the termination of this Agreement. 13. Binding Obligation. It is understood that this Agreement ------------------ constitutes a legally binding obligation of the parties hereto. 14. Severability. If one or more provisions of this Agreement are ------------ held to be invalid or unenforceable under applicable law, portions of such provisions, or such provisions in Page 19 of 22 pages their entirety, to the extent necessary, shall be severed from this Agreement, and the balance of this Agreement shall be enforceable in accordance with its terms; provided, however, that to the extent either party considers such invalid -------- ------- or unenforceable provision to be an essential or material provision of this Agreement, the parties shall negotiate in good faith to include a replacement provision for such invalid or unenforceable provision, which provision maintains for the parties the relative benefits and obligations attributable to such invalid or unenforceable provision. 15. Counterparts. This Agreement may be executed in multiple ------------ identical counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 16. No Third-Party Beneficiaries. No provision of this Agreement is ---------------------------- intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 17. Disputes. The parties shall use their reasonable best efforts to -------- resolve any dispute or controversy arising under this Agreement (a "Dispute," which term shall not include any failure to agree or disagreement of the type referred to in the penultimate sentence of Section 1 hereof). Before instituting any formal proceedings with regard to any Dispute, Johnson and the Chief Executive Officer of Liberty shall meet personally to discuss and attempt to resolve the Dispute. If Johnson and the Chief Executive Officer of Liberty are unable to resolve such Dispute within a reasonable period of time after the commencement of such informal discussions, then upon notice from one party to the other the Dispute shall be resolved by arbitration by a panel of Page 20 of 22 pages three arbitrators in accordance with the rules of the American Arbitration Association (the "AAA"), whose decision shall be final, binding and non- appealable. The venue for such arbitration shall be the Washington D.C. metropolitan area. The expenses of both parties in the arbitration, including reasonable attorneys' fees and arbitration expenses, shall be paid by the party that does not prevail in such arbitration. If each party prevails in part, the arbitrators will determine the appropriate allocation of expenses among the parties. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each party agrees to be bound by the decision of the arbitrators and not to initiate legal proceedings in any court to have such decision overturned or reversed on any grounds. Page 21 of 22 pages If the foregoing terms are acceptable to you, please indicate your agreement by executing and returning the enclosed copy of this letter as indicated. Very truly yours, LIBERTY MEDIA CORPORATION By: /s/ Robert R. Bennett ------------------------------------- Name: Robert R. Bennett Title: President and Chief Executive Officer Accepted and Agreed to: /s/ Robert L. Johnson - ------------------------------ Robert L. Johnson Page 22 of 22 pages -----END PRIVACY-ENHANCED MESSAGE-----