UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GEMSTAR INTERNATIONAL GROUP LTD.
(Name of Issuer)
Ordinary Shares, par value $.01 per share
(Title of Class of Securities)
G-3788-V106
(CUSIP Number)
Michael D. Fricklas, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
May 8, 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 / /.
Page 1 of 22
CUSIP No. G-3788-V106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INTERNATIONAL INC.
- - --------------------------------------------------------------------------
I.R.S. Identification No. 13-3844753
- - --------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)----------------------------------------------------------------
/ / (b)----------------------------------------------------------------
- - --------------------------------------------------------------------------
(3) SEC Use Only-------------------------------------------------------
- - --------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)--------------------------------
(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-------------------------------------
Shares
Beneficially (8) Shared Voting Power 3,454,827
Owned by ---------------------------------
Each (9) Sole Dispositive Power--------------------------------
Rporting
Person (10) Shared Dispositive Power 3,454,827
With -----------------------------
- - ----------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,454,827
- - --------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)--------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.37%
- - --------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
----------------------
Page 2 of 22
CUSIP No. G-3788-V106
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
- - --------------------------------------------------------------------------
S.S. No.
- - --------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
/ / (a)----------------------------------------------------------------
/ / (b)----------------------------------------------------------------
- - --------------------------------------------------------------------------
(3) SEC Use Only-------------------------------------------------------
- - --------------------------------------------------------------------------
(4) Sources of Funds (See Instructions)--------------------------------
- - --------------------------------------------------------------------------
(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 22,126
Shares ----------------------------------
Beneficially (8) Shared Voting Power 3,454,827
Owned by ----------------------------------
Each (9) Sole Dispositive Power 22,126
Reporting -----------------------------
Person 10) Shared Dispositive Power 3,454,827
With ---------------------
- - ---------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,476,953
- - --------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)-----------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.42%
- - --------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
----------------------
Page 3 of 22
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this Statement on Schedule 13D
relates is the voting Ordinary Shares, $.01 par value per share (the "Ordinary
Shares"), of Gemstar International Group Limited, a British Virgin Islands
corporation (the "Issuer"), with its principal executive office located at 135
North Los Robles Avenue, Suite 800, Pasadena, California 91101
Item 2. Identity and Background.
-----------------------
This Statement is being filed by Mr. Sumner M. Redstone and Viacom
International Inc. (the "Company").
The Company has its principal executive offices at 1515 Broadway, New York,
New York 10036 and is a diversified entertainment and communications company.
All of its common stock is held by Viacom Inc., a Delaware corporation
("Viacom"), which also has its principal executive offices at 1515 Broadway, New
York, New York 10036. As of April 30, 1997, approximately 67.4% of the Class A
Common Stock, par value $.01 per share, of Viacom and approximately 18.43% of
the Class B Common Stock, par value $.01 per share, of Viacom was owned by
National Amusements, Inc., a Maryland corporation ("NAI").
NAI has its principal offices at 200 Elm Street, Dedham, Massachusetts
02026. NAI's principal businesses are owning and operating movie theaters in the
United States, United Kingdom and South America, and holding the common stock of
Viacom. Mr. Sumner M. Redstone may be deemed to be a beneficial owner of 75% of
the issued and outstanding shares of capital stock of NAI.
Sumner M. Redstone is an individual whose business address is c/o National
Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr. Redstone's
principal occupation is Chairman, President and Chief Executive Officer of NAI;
Chairman and Chief Executive Officer of Viacom; and President and Chief
Executive Officer of the Company.
The directors and executive officers of the Company, Viacom and NAI are set
forth on Schedules I, II and III, respectively, attached hereto. Each of
Schedules I, II and III sets forth the following information with respect to
each such person:
(i) name;
(ii) business address (or residence address)
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted.
All of the directors and executive officers of the Company, Viacom and NAI
are citizens of the United States.
During the last five years, neither of the Reporting Persons nor any person
listed on Schedules I, II and III have been convicted in a criminal proceeding
or were a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
Page 4 of 22
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The Ordinary Shares were acquired by the Reporting Persons as a result of
the merger (the "Merger") on May 8, 1997 of StarSight Telecast, Inc., a
California corporation ("StarSight"), with a subsidiary of the Issuer, on the
basis of .6062 Ordinary Shares for each share of Common Stock of StarSight owned
as of April 8, 1997 (the "Record Date").
Item 4. Purpose of Transaction.
----------------------
Pursuant to the Merger, the Reporting Persons received .6062 Ordinary
Shares for each share of Common Stock of StarSight beneficially owned by the
Reporting Persons as of the Record Date. In connection with the Merger, certain
predecessors-in-interest of the Reporting Persons executed the affiliate letters
described in Item 6 hereof. The Company also has beneficial ownership of 60,114
Ordinary Shares underlying options held by former Directors of StarSight
representing the Company, which options are currently exercisable and expire 90
days after the Merger. Although the Reporting Persons may, subject to the
provisions of the affiliate letters referred to above, at any time and from time
to time, purchase or sell Ordinary Shares in public or private transactions,
including exercise of the options described in this Item 4, the Reporting
Persons have no current plan or proposal which relates to, or would result in,
any of the actions enumerated in subparagraphs (a) through (j) of Item 4
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The Company beneficially owns 3,454,827 Ordinary Shares, which represent
approximately 7.37% of the issued and outstanding Ordinary Shares (based on the
number of shares of Common Stock of StarSight that were reported by StarSight to
be issued and outstanding as of the Record Date and the number of Ordinary
Shares of the Issuer that were reported by the Issuer to issued and outstanding
as of the Record Date). Such shares consist of:
(i) 2,713,238 Ordinary Shares held directly by the Company over
which the Company has voting and dispositive power;
(ii) 681,475 shares of Common Stock held by Virgin Interactive
Entertainment Inc., a Delaware corporation ("Virgin"). All of
the issued and outstanding shares of Virgin Interactive
Entertainment Inc. are owned by Virgin Interactive
Entertainment (Investment) Ltd., a United Kingdom corporation,
which in turn is wholly owned by Virgin Interactive
Entertainment (Holdings) Ltd., a United Kingdom corporation.
The issued and outstanding shares of Virgin Interactive
Entertainment (Holdings) Ltd. are owned approximately 90% by
Virgin Interactive Entertainment Ltd., a United Kingdom
corporation, and approximately 10% by the Company. Virgin
Interactive Entertainment Ltd. is wholly owned by Spelling
Entertainment Group Inc., a Delaware corporation. SEGI Holding
Corp., a Delaware corporation, beneficially owns approximately
Page 5 of 22
76% of Spelling Entertainment Group Inc. and is a wholly owned
subsidiary of Blockbuster Pictures Holding Corporation, a
Delaware corporation, which in turn is a wholly owned
subsidiary of the Company.
(iii) 60,114 shares of Common Stock subject to options exercisable
within 60 days of the date of this Amendment to the 13D
Statement which are held by former directors of StarSight for
the benefit of the Company. These options do not entitle the
Company to vote on any matter submitted to a vote of Issuer's
shareholders.
Viacom, as the sole shareholder of the Company, may be deemed the
beneficial owner of all of the shares of Common Stock described in clauses (i)
through (iii) of this Item 5.
NAI, as the controlling shareholder of Viacom, may be deemed the beneficial
owner of all of the shares of Common Stock described in clauses (i) through (iv)
of this Item 5.
Sumner M. Redstone, as the controlling stockholder of NAI, may be deemed
the beneficial owner of all of the shares of Common Stock described in clauses
(i) through (iv) of this Item 5. Sumner M. Redstone also owns 22,126 shares of
Common Stock directly. The aggregate beneficial ownership of Sumner M. Redstone
is approximately 7.42%.
Ordinary Shares owned by executive officers and directors of the persons
described in Item 2 (other than Sumner M. Redstone) are disclosed on Schedule IV
attached hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
--------------------------------------------------------
In connection with the Merger, certain predecessors-in-interest of the
Reporting Persons executed the affiliate letters filed as Exhibits 99.1 and 99.2
hereto.
Item 7. Material to Be Filed as Exhibits.
--------------------------------
99.1 Affiliate Letter dated as of December 23, 1996 among StarSight
Telecast, Inc. and PVI Transmission Inc.
(predecessor-in-interest to Viacom International Inc.)
99.2 Affiliate Letter dated as of December 23, 1996 among StarSight
Telecast, Inc. and Spelling Entertainment Inc.
(predecessor-in-interest to Virgin Interactive Entertainment
Inc.)
Page 6 of 22
Signatures
----------
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
May 19, 1997 Viacom International Inc.
By: /s/ Michael D. Fricklas
--------------------------
Name: Michael D. Fricklas
Title: Senior Vice President
and Deputy General
Counsel
/s/ Sumner M. Redstone
----------------------------------
Sumner M. Redstone, Individually
Page 7 of 22
Schedule I
Viacom International Inc.
Executive Officers
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- - ---- ----------------- -------------------- ------------------------
Sumner M. Redstone Viacom Inc. Chairman of the Board National Amusements, Inc.
1515 Broadway and Chief Executive 200 Elm Street
New York, NY 10036 Officer of Viacom Inc.; Dedham, MA 02026
Chairman of the Board
and President, Chief
Executive Officer of
National Amusements, Inc.
and Chief Executive Officer
of Viacom International Inc.
Vaughn A. Clarke Viacom Inc. Sr. VP, Treasurer of Viacom International Inc.
1515 Broadway Viacom Inc. and Viacom 1515 Broadway
New York, NY l0036 International Inc. New York, NY 10036
Philippe P. Dauman* Viacom Inc. Deputy Chairman, Viacom International Inc.
1515 Broadway Executive VP, General 1515 Broadway
New York, NY l0016 Counsel, Chief New York, NY 10036
Administrative Officer
and Secretary of Viacom
Inc. and Executive VP
and Secretary of Viacom
International Inc.
Thomas E. Dooley Viacom Inc. Deputy Chairman, Viacom International Inc.
1515 Broadway Executive VP-Finance, 1515 Broadway
New York, NY l0016 Corporate Development New York, NY 10036
and Communications of
Viacom Inc. and
Executive VP of Viacom
International Inc.
- - ---------------
*Also a Director
Page 8 of 22
Schedule II
(Continued)
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- - ---- ----------------- -------------------- ------------------------
Carl D. Folta Viacom Inc. Sr. VP, Corporate Viacom International Inc.
1515 Broadway Relations of Viacom 1515 Broadway
New York, NY 10036 Inc. and Viacom New York, NY 10036
International Inc.
Michael D. Fricklas* Viacom Inc. Sr. VP, Deputy General Viacom International Inc.
1515 Broadway Counsel and Assistant 1515 Broadway
New York, NY 10036 Secretary of Viacom New York, NY 10036
Inc. and Sr. VP and
Assistant Secretary of
Viacom International Inc.
Susan C. Gordon Viacom Inc. Vice President, Viacom International Inc.
1515 Broadway Controller and Chief 1515 Broadway
New York, NY 10036 Accounting Officer New York, NY 10036
of Viacom Inc. and
Viacom International Inc.
Rudolph L. Hertlein Viacom Inc. Sr. VP, Corporate Viacom International Inc.
1515 Broadway Development of Viacom 1515 Broadway
New York, NY 10036 Inc. and Sr. VP of New York, NY 10036
Viacom International Inc.
William A. Roskin Viacom Inc. Sr. VP, Human Viacom International Inc.
1515 Broadway Resources and 1515 Broadway
New York, NY 10036 Administration of Viacom New York, NY l0036
Inc. and Viacom
International Inc.
George S. Smith, Jr.* Viacom Inc. Sr. VP, Chief Viacom International Inc.
1515 Broadway Financial Officer of 1515 Broadway
New York, NY 10036 Viacom Inc. and Viacom New York, NY l0036
International Inc.
Mark M. Weinstein Viacom Inc. Sr. VP, Government Viacom International Inc.
1515 Broadway Affairs of Viacom 1515 Broadway
New York, NY 10036 Inc. and Viacom New York, NY l0036
International Inc.
- - ---------------
*Also a Director
Page 9 of 22
Schedule II
Viacom Inc.
Executive Officers
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- - ---- ----------------- -------------------- ------------------------
Sumner M. Redstone* Viacom Inc. Chairman of the Board National Amusements, Inc.
1515 Broadway and Chief Executive 200 Elm Street
New York, NY 10036 Officer of Viacom; Dedham, MA 02026
Chairman of the Board
and President, Chief
Executive Officer of
National Amusements, Inc.
Vaughn A. Clarke Viacom Inc. Sr. VP, Treasurer of Viacom International Inc.
1515 Broadway Viacom 1515 Broadway
New York, NY l0016 New York, NY 10036
Philippe P. Dauman* Viacom Inc. Deputy Chairman, Viacom International Inc.
1515 Broadway Executive VP, General 1515 Broadway
New York, NY l0016 Counsel, Chief New York, NY 10036
Administrative Officer
and Secretary of Viacom
Thomas E. Dooley* Viacom Inc. Deputy Chairman, Viacom International Inc.
1515 Broadway Executive VP-Finance, 1515 Broadway
New York, NY l0016 Corporate Development New York, NY 10036
and Communications of
Viacom
- - ---------------
*Also a Director
Page 10 of 22
Schedule II
(Continued)
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- - ---- ----------------- -------------------- ------------------------
Carl D. Folta Viacom Inc. Sr. VP, Corporate Viacom International Inc.
1515 Broadway Relations of Viacom 1515 Broadway
New York, NY 10036 New York, NY 10036
Michael D. Fricklas Viacom Inc. Sr. VP, Deputy General Viacom International Inc.
1515 Broadway Counsel and Assistant 1515 Broadway
New York, NY 10036 Secretary of Viacom New York, NY 10036
Susan C. Gordon Viacom Inc. Vice President, Viacom International Inc.
1515 Broadway Controller and Chief 1515 Broadway
New York, NY 10036 Accounting Officer New York, NY 10036
of Viacom
Rudolph L. Hertlein Viacom Inc. Sr. VP, Corporate Viacom International Inc.
1515 Broadway Development of Viacom 1515 Broadway
New York, NY 10036 New York, NY 10036
William A. Roskin Viacom Inc. Sr. VP, Human Viacom International Inc.
1515 Broadway Resources and 1515 Broadway
New York, NY 10036 Administration of Viacom New York, NY l0036
George S. Smith, Jr. Viacom Inc. Sr. VP, Chief Viacom International Inc.
1515 Broadway Financial Officer of 1515 Broadway
New York, NY 10036 Viacom New York, NY l0036
Mark M. Weinstein Viacom Inc. Sr. VP, Government Viacom International Inc.
1515 Broadway Affairs of Viacom 1515 Broadway
New York, NY 10036 New York, NY l0036
Page 11 of 22
Schedule II
(Continued)
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- - ---- ----------------- -------------------- ------------------------
Directors
George S. Abrams Winer & Abrams Attorney Winer & Abrams
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
Ken Miller Credit Suisse First Vice Chairman of Credit Suisse First
Boston Corporation Credit Suisse Boston Corporation
11 Madison Avenue First Boston 11 Madison Avenue
New York, NY 10010 Corporation New York, NY 10010
Brent D. Redstone 31270 Eagle Crest Lane Self-Employed National Amusements, Inc.
Evergreen, CO 80439 200 Elm Street
(Residence) Dedham, MA 02026
Shari Redstone National Amusements, Inc. Executive Vice National Amusements, Inc.
200 Elm Street President of 200 Elm Street
Dedham, MA 02026 National Amusements, Inc. Dedham, MA 02026
Frederic V. Salerno NYNEX Corporation Vice Chairman and NYNEX Corporation
335 Madison Avenue Chief Financial Officer 335 Madison Avenue
New York, NY 10033 of NYNEX New York, NY 10033
William Schwartz Yeshiva University VP for Academic Yeshiva University
2495 Amsterdam Avenue Affairs (chief 2495 Amsterdam Avenue
New York, NY 10033 academic officer) New York, NY 10033
of Yeshiva University
Ivan Seidenberg NYNEX Corporation Chairman of the Board NYNEX Corporation
335 Madison Avenue and Chief Executive 335 Madison Avenue
New York, NY 10017 Officer of NYNEX New York, NY 10017
Page 12 of 22
Schedule III
National Amusements, Inc.
Executive Officers
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- - ---- ----------------- -------------------- ------------------------
Sumner M. Redstone* Viacom Inc. Chairman of the Board, National Amusements, Inc.
1515 Broadway Chief Executive Officer 200 Elm Street
New York, NY 10036 of Viacom Inc., Chairman Dedham, MA 02026
of the Board, President
President, and Chief
Executive Officer of
National Amusements, Inc.
Shari Redstone* National Amusements, Inc. Executive Vice President National Amusements,
200 Elm Street of National Amusements, Inc.
Dedham, MA 02026 Inc. 200 Elm Street
Dedham, MA 02026
Jerome Magner National Amusements, Inc. Vice President and National Amusements, Inc.
200 Elm Street Treasurer of National 200 Elm Street
Dedham, MA 02026 Amusements, Inc. Dedham, MA 02026
DIRECTORS
George S. Abrams Winer & Abrams Attorney Winer & Abrams
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
David Andelman Lourie and Cutler Attorney Lourie and Cutler
60 State Street 60 State Street
Boston, MA 02109 Boston, MA 02109
Philippe P. Dauman Viacom International Inc. Deputy Chairman, Viacom Inc.
1515 Broadway Executive Vice 1515 Broadway
New York, NY 10036 President, General New York, NY 10036
Counsel and Chief
Administrative Officer
of Viacom Inc.
Martin Davis Wellspring Associates Inc. President of Wellspring Wellspring Associates Inc.
620 Fifth Avenue Associates Inc. 620 Fifth Avenue
New York, NY 10020 New York, NY 10020
- - ---------------
*Also a Director
Page 13 of 22
Schedule III
Continued
Name and Address
of Corporation or
Business or Principal Occupation Other Organization in
Name Residence Address or Employment Which Employed
- - ---- ----------------- -------------------- ------------------------
Brent D. Redstone c/o Showtime Networks Inc. Director of National National Amusements, Inc.
8101 E. Prentice Avenue Amusements, Inc. 200 Elm Street
Suite 704 Dedham, MA 02026
Engelwood, CO 80111
Phyllis Redstone 98 Baldpate Hill Road None N/A
Newton Centre, MA 02159
(Residence)
- - -------------------
*Also a Director
Page 14 of 22
Schedule IV
Ordinary Shares of the Issuer
held by Executive Officers and
Directors of the Reporting Person
------------------------------------
George S. Abrams 1,030
Thomas E. Dooley 4,384
William A. Roskin 2,828
*George S. Smith, Jr. 4,748
*Also a Director of the Issuer
Page 15 of 22
EXHIBIT INDEX
-------------
Exhibit No. Description Page No.
- - ---------- ----------- -------
99.1 Affiliate Letter dated as of December 23, 1996 among StarSight
Telecast, Inc. and PVI Transmission Inc. (predecessor-in-interest to
Viacom International Inc.)
99.2 Affiliate Letter dated as of December 23, 1996 among StarSight
Telecast, Inc. and Spelling Entertainment Inc.
(predecessor-in-interest to Virgin Interactive Entertainment Inc.)
Page 16 of 22
EXHIBIT 99.1
------------
Gemstar International Group Limited
135 North Los Robles Avenue - Suite 800
Pasadena, California 91101
Ladies and Gentlemen:
I have been advised that as of the date of this letter I may be deemed to
be an "affiliate" of StarSight Telecast, Inc., a California corporation (the
"Company"), as the term "affiliate" is (i) defined within the meaning of Rule
145 of the rules and regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), and/or (ii) used in and for purposes of Accounting Series
Releases 130 and 135, as amended, of the Commission. Pursuant to the terms of
the Agreement and Plan of Merger dated as of December 23, 1996 (the
"Agreement"), among Gemstar International Group Limited, a British Virgin
Islands corporation ("Parent"), G/S Acquisition Subsidiary, a California
corporation ("Sub"), and the Company, Sub will be merged with and into the
Company (the "Merger").
In connection with the Merger, I am entitled to receive ordinary shares,
par value $.01 per share, of Parent (the "Parent Shares") in exchange for shares
(or options or warrants for shares) owned by me of capital stock of the Company
(the "Company Shares").
I represent, warrant and covenant to Parent that in the event I receive any
Parent Shares as a result of the Merger:
(a) I shall not make any sale, transfer or other disposition of the Parent
Shares in violation of the Act or the Rules and Regulations.
(b) I have carefully read this letter and the Agreement and discussed the
requirements of such documents and other applicable limitations upon
my ability to sell, transfer or otherwise dispose of Parent Shares, to
the extent I felt necessary, with my counsel or counsel for the
Company.
(c) I have been advised that the issuance of Parent Shares to me pursuant
to the Merger will be registered with the Commission under the Act on
a Registration Statement on Form F-4. However, because I have been
advised that, at the time the Merger is submitted for a vote of the
shareholders of the Company (a) I may be deemed to be an affiliate of
the Company and (b) other than as set forth in the Agreement, the
distribution by me of the Parent Shares has not been registered under
the Act, I will not sell, transfer or otherwise dispose of Parent
Shares issued to me in the Merger unless (i) such sale, transfer or
other disposition is effected in compliance with the applicable
requirements of Rule 145 promulgated by the Commission under the Act,
(ii) such sale, transfer or other disposition has been made pursuant
to an effective registration statement under the Act or (iii) in the
Page 17 of 22
opinion of counsel reasonably acceptable to Parent or as described in
a "no-action" or interpretive letter from the staff of the Commission,
such sale, transfer or other disposition is otherwise exempt from
registration under the Act.
(d) I understand that Parent, except as provided by contractual
arrangement existing on the date hereof, is under no obligation, to
register the sale, transfer or other disposition of the Parent Shares
by me or on my behalf under the Act or, except as set forth in the
following paragraph, to take any other action necessary in order to
make compliance with an exemption from such registration available
solely as a result of the Merger.
From and after the Effective Time of the Merger and for so long as is
necessary in order to permit me to sell the Parent shares held by me
pursuant to Rule 145 and, to the extent applicable, Rule 144 under the
Securities Act, Parent will file on a timely basis all reports required to
be filed by it pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as the same shall be in effect at
the time, referred to in paragraph (c) of Rule 144 under the Securities
Act, in order to permit me to sell, transfer or otherwise dispose of the
Parent Shares held by me pursuant to the terms and conditions of Rule 145
and the applicable provisions of Rule 144.
(e) I also understand that there will be placed on the certificates for
the Parent Shares issued to me, or any substitutions therefor, a
legend stating in substance:
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES
ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE
MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN
AGREEMENT DATED DECEMBER 23, 1996 BETWEEN THE REGISTERED HOLDER
HEREOF AND GEMSTAR INTERNATIONAL GROUP LIMITED A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF GEMSTAR
INTERNATIONAL GROUP LIMITED.
(f) I also understand that unless a sale or transfer is made in conformity
with the provisions of Rule 145 or Rule 144, or pursuant to a
registration statement, Parent reserves the right to put the following
legend on the certificates issued to my transferee:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED
FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH
RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES.
THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO,
OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN
THE MEANING OF THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.
It is understood and agreed that the legends set forth in paragraphs (e)
and (f) above shall be removed by delivery of substitute certificates without
such legend if the undersigned shall have delivered to Parent a copy of a letter
Page 18 of 22
from the staff of the Commission, or an opinion of counsel reasonably
satisfactory to Parent in form and substance reasonably satisfactory to Parent,
to the effect that such legend is not required for purposes of the Act.
In connection with the proposed Merger, I wish to inform you that I do not
have any present commitment, plan or intention to sell (or engage in a
risk-reducing or other arrangement which would be treated as a sale for federal
income tax purposes), transfer or otherwise dispose of any of my Company Shares
prior to and in contemplation of the Merger or any of the Parent Shares I will
receive in the Merger. I further agree that I will not offer to sell, sell or
otherwise dispose of any of the Parent Shares in violation of the Act or offer
to sell, sell or otherwise dispose of any of my Company Shares (other than
through conversion to Parent's Shares in the Merger) or any of the Parent Shares
received by me in the Merger until such time as financial results covering at
least 30 days of post-merger combined operations have been published, whether by
issuance of a quarterly earnings report on Form 10-Q or Form 6-K, or other
applicable form, or other public issuance (such as a press release) which
includes such information. Notwithstanding the foregoing, I understand that I
will not be prohibited from selling up to 10% of the shares I hold at the time
of the Merger during the aforementioned period if the requirements of Rule 145
are complied with.
If the Merger Agreement were to be terminated prior to the Effective Time
in accordance with its terms, this letter Agreement and my obligations hereunder
will also terminate concurrently with the termination of the Merger Agreement.
Execution of this letter should not be considered an admission on my part
that I am an "affiliate" of the Company as described in the first paragraph of
this letter, or as a waiver of any rights I may have to object to any claim that
I am such an affiliate on or after the date of this letter.
Very truly yours,
PVI TRANSMISSION INC.
/s/ Edward Schor, Vice President
-----------------------------------
Accepted this 23rd day of
December 1996, by
GEMSTAR INTERNATIONAL GROUP, LTD.
By: /s/ Larry Goldberg
-------------------------------
Name: Larry Goldberg
Title: Secretary
Page 19 of 22
EXHIBIT 99.2
------------
Gemstar International Group Limited
135 North Los Robles Avenue - Suite 800
Pasadena, California 91101
Ladies and Gentlemen:
I have been advised that as of the date of this letter I may be deemed to
be an "affiliate" of StarSight Telecast, Inc., a California corporation (the
"Company"), as the term "affiliate" is (i) defined within the meaning of Rule
145 of the rules and regulations (the "Rules and Regulations") of the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), and/or (ii) used in and for purposes of Accounting Series
Releases 130 and 135, as amended, of the Commission. Pursuant to the terms of
the Agreement and Plan of Merger dated as of December 23, 1996 (the
"Agreement"), among Gemstar International Group Limited, a British Virgin
Islands corporation ("Parent"), G/S Acquisition Subsidiary, a California
corporation ("Sub"), and the Company, Sub will be merged with and into the
Company (the "Merger").
In connection with the Merger, I am entitled to receive ordinary shares,
par value $.01 per share, of Parent (the "Parent Shares") in exchange for shares
(or options or warrants for shares) owned by me of capital stock of the Company
(the "Company Shares").
I represent, warrant and covenant to Parent that in the event I receive any
Parent Shares as a result of the Merger:
(a) I shall not make any sale, transfer or other disposition of the Parent
Shares in violation of the Act or the Rules and Regulations.
(b) I have carefully read this letter and the Agreement and discussed the
requirements of such documents and other applicable limitations upon
my ability to sell, transfer or otherwise dispose of Parent Shares, to
the extent I felt necessary, with my counsel or counsel for the
Company.
(c) I have been advised that the issuance of Parent Shares to me pursuant
to the Merger will be registered with the Commission under the Act on
a Registration Statement on Form F-4. However, because I have been
advised that, at the time the Merger is submitted for a vote of the
shareholders of the Company (a) I may be deemed to be an affiliate of
the Company and (b) other than as set forth in the Agreement, the
distribution by me of the Parent Shares has not been registered under
the Act, I will not sell, transfer or otherwise dispose of Parent
Shares issued to me in the Merger unless (i) such sale, transfer or
other disposition is effected in compliance with the applicable
requirements of Rule 145 promulgated by the Commission under the Act,
(ii) such sale, transfer or other disposition has been made pursuant
to an effective registration statement under the Act or (iii) in the
opinion of counsel reasonably acceptable to Parent or as described in
a "no-action" or interpretive letter from the staff of the Commission,
Page 20 of 22
such sale, transfer or other disposition is otherwise exempt from
registration under the Act.
(d) I understand that Parent, except as provided by contractual
arrangement existing on the date hereof, is under no obligation, to
register the sale, transfer or other disposition of the Parent Shares
by me or on my behalf under the Act or, except as set forth in the
following paragraph, to take any other action necessary in order to
make compliance with an exemption from such registration available
solely as a result of the Merger.
From and after the Effective Time of the Merger and for so long as is
necessary in order to permit me to sell the Parent shares held by me
pursuant to Rule 145 and, to the extent applicable, Rule 144 under the
Securities Act, Parent will file on a timely basis all reports required to
be filed by it pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, as the same shall be in effect at
the time, referred to in paragraph (c) of Rule 144 under the Securities
Act, in order to permit me to sell, transfer or otherwise dispose of the
Parent Shares held by me pursuant to the terms and conditions of Rule 145
and the applicable provisions of Rule 144.
(e) I also understand that there will be placed on the certificates for
the Parent Shares issued to me, or any substitutions therefor, a
legend stating in substance:
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES
ACT OF 1933 APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE
MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN
AGREEMENT DATED DECEMBER 23, 1996 BETWEEN THE REGISTERED HOLDER
HEREOF AND GEMSTAR INTERNATIONAL GROUP LIMITED A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF GEMSTAR
INTERNATIONAL GROUP LIMITED.
(f) I also understand that unless a sale or transfer is made in conformity
with the provisions of Rule 145 or Rule 144, or pursuant to a
registration statement, Parent reserves the right to put the following
legend on the certificates issued to my transferee:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED
FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH
RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES.
THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO,
OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN
THE MEANING OF THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933.
It is understood and agreed that the legends set forth in paragraphs (e)
and (f) above shall be removed by delivery of substitute certificates without
such legend if the undersigned shall have delivered to Parent a copy of a letter
from the staff of the Commission, or an opinion of counsel reasonably
Page 21 of 22
satisfactory to Parent in form and substance reasonably satisfactory to Parent,
to the effect that such legend is not required for purposes of the Act.
In connection with the proposed Merger, I wish to inform you that I do not
have any present commitment, plan or intention to sell (or engage in a
risk-reducing or other arrangement which would be treated as a sale for federal
income tax purposes), transfer or otherwise dispose of any of my Company Shares
prior to and in contemplation of the Merger or any of the Parent Shares I will
receive in the Merger. I further agree that I will not offer to sell, sell or
otherwise dispose of any of the Parent Shares in violation of the Act or offer
to sell, sell or otherwise dispose of any of my Company Shares (other than
through conversion to Parent's Shares in the Merger) or any of the Parent Shares
received by me in the Merger until such time as financial results covering at
least 30 days of post-merger combined operations have been published, whether by
issuance of a quarterly earnings report on Form 10-Q or Form 6-K, or other
applicable form, or other public issuance (such as a press release) which
includes such information. Notwithstanding the foregoing, I understand that I
will not be prohibited from selling up to 10% of the shares I hold at the time
of the Merger during the aforementioned period if the requirements of Rule 145
are complied with.
If the Merger Agreement were to be terminated prior to the Effective Time
in accordance with its terms, this letter Agreement and my obligations hereunder
will also terminate concurrently with the termination of the Merger Agreement.
Execution of this letter should not be considered an admission on my part
that I am an "affiliate" of the Company as described in the first paragraph of
this letter, or as a waiver of any rights I may have to object to any claim that
I am such an affiliate on or after the date of this letter.
Very truly yours,
SPELLING ENTERTAINMENT INC.
/s/ William P. Clark
----------------------------------
Accepted this 23rd day of
December 1996, by
GEMSTAR INTERNATIONAL GROUP, LTD.
By: /s/ Larry Goldberg
-----------------------------
Name: Larry Goldberg
Title: Secretary
