EXHIBIT 99.2
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VOTING AGREEMENT
by and among
FOUR MEDIA COMPANY,
THE STOCKHOLDERS (as defined herein)
and
LIBERTY MEDIA CORPORATION
dated as of
December 6, 1999
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TABLE OF CONTENTS
Page
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ARTICLE I.
Section 1.1. Representations and Warranties of the Stockholders........ 1
Section 1.2. Representations and Warranties of Liberty................. 3
Section 1.3. Representations and Warranties of the Company............. 4
ARTICLE II.
Section 2.1. Transfer of the Shares.................................... 5
Section 2.2. Adjustments............................................... 5
Section 2.3. Stop Transfer............................................. 5
ARTICLE III.
Section 3.1. Voting Agreement.......................................... 5
Section 3.2. No Solicitation........................................... 6
ARTICLE IV.
Section 4.1. Termination............................................... 7
Section 4.2. Expenses.................................................. 7
Section 4.3. Further Assurances........................................ 7
Section 4.4. Publicity................................................. 7
Section 4.5. Enforcement of the Agreement.............................. 7
Section 4.6. Miscellaneous............................................. 7
(i)
SCHEDULE 1.1(b) Additional Securities Beneficially Owned by Stockholders
SCHEDULE 1.1(c) Convertible Securities Beneficially Owned by Stockholder
SCHEDULE 1.1(f) Stockholder Defaults, Conflicts, etc.
SCHEDULE 1.2(d) Liberty Defaults, Conflicts, etc.
SCHEDULE 1.3(d) Company Defaults, Conflicts, etc.
(ii)
TABLE OF DEFINED TERMS
Page
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Agreement................................................................ 1
Common Stock............................................................. 1
Exchange Act............................................................. 1
Lien..................................................................... 1
Merger Agreement......................................................... 1
Parent................................................................... 1
Shares................................................................... 1
Stockholders............................................................. 1
(iii)
VOTING AGREEMENT, dated as of December 6, 1999 (this "Agreement"), by
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and among Liberty Media Corporation, a Delaware corporation ("Liberty" and,
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collectively with AT&T Corp., a New York corporation ("Parent") and D-Group
Merger Corp., a Delaware corporation ("Merger Sub"), the "Acquirors"), Four
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Media Company, a Delaware corporation (the "Company"), and the stockholders
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listed on the signature page(s) hereto (collectively, the "Stockholders" and,
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individually, a "Stockholder").
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WHEREAS, as of the date hereof, the Stockholders own of record and
beneficially shares (the "Shares") of common stock, $.01 par value per share
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(the "Common Stock") of the Company as set forth on Annex A hereto; and
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WHEREAS, concurrently with the execution of this Agreement, Parent,
Merger Sub, Liberty Media and the Company have entered into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant
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to which, and upon the terms and subject to the conditions thereof, the Company
will be acquired by Parent by means of a merger (the "Merger") of Merger Sub
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with and into the Company, with the Company continuing as the surviving entity;
and
WHEREAS, as a condition to the willingness of Liberty and the Company
to enter into the Merger Agreement, Liberty has requested the Company and the
Stockholders to agree, and in order to induce Liberty to enter into the Merger
Agreement, the Stockholders have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and subject to the terms and conditions set forth herein,
the parties hereto hereby agree as follows:
ARTICLE I.
Section 1.1. Representations and Warranties of the Stockholders. As of the date
hereof and as of the date of the closing under the Merger Agreement, each
Stockholder on its own behalf hereby represents and warrants to Liberty with
respect to itself and its ownership of the Shares as follows:
(a) Stockholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
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which meaning will apply for all purposes of this Agreement) of, and has good
title to, all of the Shares set forth adjacent to such Stockholder's name on
Annex A, free and clear of any mortgage, pledge, hypothecation, rights of
others, claim, security interest, charge, encumbrance, title defect, title
retention agreement, voting trust agreement, interest, option, lien, charge or
similar restriction or limitation (each, a "Lien") (including any restriction on
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the right to vote, sell or otherwise dispose of the Shares) except for
immaterial Liens which shall not materially affect such Stockholder's ability to
perform its obligations under this Agreement.
(b) Except as set forth on Schedule 1.1(b), the Shares constitute
all of the securities (as defined in Section 3(10) of the Exchange Act, which
definition will apply for all purposes of this Agreement) of the Company
beneficially owned, directly or indirectly, by
Stockholder (excluding any securities beneficially owned by any of its
affiliates or associates (as such terms are defined in Rule 12b-2 under the
Exchange Act, which definitions will apply for all purposes of this Agreement)
as to which it does not have voting or investment power.
(c) Except as set forth on Schedule 1.1(c), and except for the
Shares, Stockholder does not, directly or indirectly, beneficially own or have
any option, warrant or other right to acquire any securities of the Company that
are or may by their terms become entitled to vote or any securities that are
convertible or exchangeable into or exercisable for any securities of the
Company that are or may by their terms become entitled to vote, nor is
Stockholder subject to any contract, commitment, arrangement, understanding or
relationship (whether or not legally enforceable), other than this Agreement,
that allows or obligates it to vote or acquire any securities of the Company.
Stockholder has the sole power to vote the Shares set forth adjacent to such
Stockholder's name on Annex A and has not granted a proxy to any other Person
(as defined in the Merger Agreement, which definition will apply for all
purposes of this Agreement) to vote such Shares, subject to the limitations set
forth in this Agreement.
(d) Stockholder is a corporation or partnership, as the case may
be, duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has the power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby,
and has taken all necessary action to authorize the execution, delivery and
performance of this Agreement.
(e) This Agreement has been duly executed and delivered by
Stockholder and, assuming due authorization, execution and delivery of this
Agreement by Liberty and the Company, is a valid and binding obligation of
Stockholder enforceable against Stockholder in accordance with its terms, except
that (i) the enforceability hereof may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereinafter in effect, affecting
creditors' rights generally and (ii) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
(f) Neither the execution and delivery of this Agreement nor the
performance by Stockholder of its obligations hereunder will conflict with,
result in a violation or breach of, or constitute a default (or an event that,
with notice or lapse of time or both, would result in a default) or give rise to
any right of termination, amendment, cancellation, or acceleration or result in
the creation of any Lien on any Shares under (collectively, a "Conflict"), (i)
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its organizational documents, (ii) any contract, commitment, agreement,
understanding, arrangement or restriction of any kind to which Stockholder is a
party or by which Stockholder is bound, to the extent such Conflict would
materially affect Stockholder's ability to consummate the transactions
contemplated hereby or (iii) any injunction, judgment, writ, decree, order or
ruling applicable to Stockholder, to the extent such Conflict would materially
affect Stockholder's ability to consummate the transactions contemplated hereby.
(g) Except as set forth on Schedule 1.1(f), neither the execution
and delivery of this Agreement nor the performance by Stockholder of its
obligations hereunder will violate any law, decree, statute, rule or regulation
applicable to Stockholder or require any order, consent, authorization or
approval of, filing or registration with, or declaration or notice to, any
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corporation, Person, firm, Governmental Entity (as such term is defined in the
Merger Agreement) or public or judicial authority, other than any required
notices or filings with the Federal Communications Commission ("FCC") or
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
("Hart Scott Act"), and the rules and regulations promulgated thereunder or the
federal securities laws. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which any of the Stockholders is a
trustee whose consent is required for the execution and delivery of this
Agreement or the compliance by the Stockholders with the terms hereof.
Section 1.2. Representations and Warranties of Liberty. As of the date hereof
and as of the closing of the Merger Agreement, Liberty represents and warrants
to the Stockholders and the Company as follows:
(a) Liberty is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization, and has the
requisite power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly executed and delivered by
Liberty and, assuming the due execution and delivery of this Agreement by the
Stockholders and the Company, is the valid and binding obligation of Liberty,
enforceable against Liberty in accordance with their respective terms, except
that (i) the enforceability hereof may be subject to applicable bankruptcy,
insolvency or other similar laws, now or hereinafter in effect, affecting
creditors' rights generally, and (ii) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
(c) Neither the execution and delivery of this Agreement nor the
performance by Liberty of its obligations hereunder will Conflict with (i) its
certificate of incorporation, (ii) any contract, commitment, agreement,
understanding, arrangement or restriction of any kind to which Liberty is a
party or by which Liberty is bound to the extent such Conflict would materially
affect Liberty's ability to consummate the transactions contemplated hereby or
(iii) any injunction, judgment, writ, decree, order or ruling applicable to
Liberty to the extent such Conflict would materially affect Liberty's ability to
consummate the transactions contemplated hereby.
(d) Except as set forth on Schedule 1.2(d), neither the execution
and delivery of this Agreement nor the performance by Liberty of its obligations
hereunder will violate any law, decree, statute, rule or regulation applicable
to Liberty or require any order, consent, authorization or approval of, filing
or registration with, or declaration or notice to, any corporation, Person,
firm, Governmental Entity (as such term is defined in the Merger Agreement) or
public or judicial authority, other than any required notices or filings with
the FCC or pursuant to the Hart Scott Act and the rules and regulations
promulgated thereunder or the federal securities laws.
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Section 1.3. Representations and Warranties of the Company. As of the date
hereof and the closing of the Merger Agreement, the Company represents and
warrants to Stockholder and Liberty as follows:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, and has
the requisite power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement.
(b) This Agreement has been duly executed and delivered by the
Company and, assuming due execution and delivery of this Agreement by Liberty
and Stockholder, is the valid and binding obligation of the Company, enforceable
against it in accordance with its terms, except that (i) the enforceability
hereof may be subject to applicable bankruptcy, insolvency or other similar
laws, now or hereinafter in effect, affecting creditors' rights generally, and
(ii) the availability of the remedy of specific performance or injunctive or
other forms of equitable relief may be subject to equitable defenses and would
be subject to the discretion of the court before which any proceeding therefor
may be brought.
(c) Neither the execution and delivery of this Agreement nor the
performance by the Company of its obligations hereunder will Conflict with (i)
its certificate of incorporation, (ii) any contract, commitment, agreement,
understanding, arrangement or restriction of any kind to which the Company is a
party or by which the Company is bound to the extent such Conflict would
materially affect its ability to consummate the transactions contemplated hereby
or (iii) any injunction, judgment, writ, decree, order or ruling applicable to
the Company to the extent such Conflict would materially affect the Company's
ability to consummate the transactions contemplated hereby.
(d) Except as set forth on Schedule 1.3(d), neither the execution
and delivery of this Agreement nor the performance by the Company of its
obligations hereunder will violate any law, decree, statute, rule or regulation
applicable to the Company or require any order, consent, authorization or
approval of, filing or registration with, or declaration or notice to, any
corporation, Person, firm, Governmental Entity or public or judicial authority,
other than any required notices or filings with the FCC or pursuant to the Hart
Scott Act, and the rules and regulations promulgated thereunder or the federal
securities laws.
(e) The Company's Board of Directors has duly and validly
authorized execution and delivery by the Company of this Agreement and the
performance by the Company of its obligations hereunder in accordance with
Section 203 of the DGCL (as defined in the Merger Agreement) and other
applicable provisions of the DGCL. The Company will (i) take all reasonable
steps to exempt this Agreement and the Merger Agreement from the requirements of
any applicable state takeover law and (ii) assist in any challenge by any of the
Acquirors or any of their respective Affiliates to the validity or applicability
to this Agreement or the Merger or any state takeover law.
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ARTICLE II.
Section 2.1. Transfer of the Shares. During the term of this Agreement, the
Stockholders will not (a) tender into any tender or exchange offer or otherwise
sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber
with any Lien, any of the Shares, (b) acquire any shares of Common Stock or
other securities of the Company (otherwise than in connection with a transaction
of the type described in Section 2.2 of this Agreement or pursuant to an
exercise of outstanding warrants), (c) deposit the Shares into a voting trust
(other than in connection with this Agreement), enter into any voting agreement
or similar arrangement with respect to the Shares or grant any proxy or power of
attorney with respect to the Shares, (d) enter into any contract, option or
other arrangement or undertaking with respect to the direct or indirect
acquisition or sale, transfer, pledge, assignment, hypothecation or other
disposition of any interest in or the voting of any shares of Common Stock or
any other securities of the Company or (e) take any action that would have the
effect of preventing or disabling such Stockholder from performing its
obligations under this Agreement.
Section 2.2. Adjustments.
(a) In the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock or other securities of the Company on, of or affecting the Shares or the
like or any other action that would have the effect of changing any of the
Stockholders' ownership of the Company's capital stock or other securities or
(ii) any of the Stockholders becomes the beneficial owner of any additional
shares of Common Stock or other securities of the Company subject to Section
2.1, then the terms of this Agreement will apply to the shares of capital stock
held by any such Stockholder immediately following the effectiveness of the
events described in clause (i) or any such Stockholder becoming the beneficial
owner thereof, as described in clause (ii), as though they were Shares
hereunder.
(b) Each Stockholder hereby agrees, while this Agreement is in
effect, promptly to notify Liberty of the number of any new shares of the Common
Stock acquired by Stockholder, if any, after the date hereof.
Section 2.3. Stop Transfer. Each Stockholder hereby agrees with, and covenants
to, each other party hereto, that such Stockholder shall not request that the
Company register the transfer (book entry or otherwise) of any certificate or
uncertificated interest representing any of its Shares, unless such transfer is
made in compliance with this Agreement (including the provisions of Section 2.1
hereof). The Company agrees with, and covenants to, each other party hereto that
the Company shall not register the transfer (book entry or otherwise) of any
certificate or uncertificated interest representing any of the Shares, unless
such transfer is made in compliance with this Agreement (including the
provisions of Section 2.1 hereof).
ARTICLE III.
Section 3.1. Voting Agreement. Each Stockholder, by this Agreement, does hereby
constitute and appoint Liberty, or any nominee thereof, with full power of
substitution, during and for the term of this Agreement, as its true and lawful
attorney and proxy for and in its name, place and
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stead, to vote all the Shares such Stockholder beneficially owns at the time of
such vote, at any annual, special or adjourned meeting of the stockholders of
the Company (and this appointment will include the right to sign on its behalf
(as a stockholder) to any consent, certificate or other document relating to the
Company that laws of the State of Delaware may require or permit) (x) in favor
of approval and adoption of the Merger Agreement and the other transactions
contemplated thereby and (y) against (a) any Extraordinary Transaction (as
defined in the Merger Agreement), (b) any action or agreement that would result
in a breach in any respect of any covenant, agreement, representation or
warranty of the Company under the Merger Agreement and (c) the following actions
(other than the other transactions contemplated by the Merger Agreement): (i)
any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or its subsidiaries; (ii) a
sale, lease or transfer of a substantial amount of assets of the Company or one
of its subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company or its subsidiaries or (iii) (A) any change in a
majority of the persons who constitute the Board of Directors of the Company as
of the date hereof; (B) any change in the present capitalization of the Company
or any amendment of the Certificate of Incorporation or Bylaws of the Company,
as amended through the date hereof; (C) any other material change in the
Company's corporate structure or business; or (D) any other action that, in the
case of each of the matters referred to in clauses (iii)(A), (B) and (C) is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or adversely affect the transactions contemplated by this Agreement
and the Merger Agreement. This proxy and power of attorney is a proxy and power
coupled with an interest, and each Stockholder declares that it is irrevocable
during and for the term of this Agreement. Each Stockholder hereby revokes all
and any other proxies with respect to the Shares that it may have heretofore
made or granted and agrees that no other writing or instrument shall be required
in order to grant the proxy and rights to Liberty granted hereby. For Shares as
to which the Stockholders are the beneficial but not the record owner, each
Stockholder shall use its reasonable best efforts to cause any record owner of
such Shares to grant to Liberty a proxy to the same effect as that contained
herein.
Section 3.2. No Solicitation. Each Stockholder will not, directly or
indirectly, through any agent, financial advisor, attorney, accountant or other
representative or otherwise, (i) engage in any Extraordinary Transaction, (ii)
enter into any agreement or understanding with any person other than Liberty or
Parent with respect to any Extraordinary Transaction, (iii) participate or
engage in any discussions or negotiations with any person other than Liberty or
Parent relating to any of the foregoing, (iv) provide any material non-public
information regarding the Company or any of its Subsidiaries or any of the
Company's securities to any person other than Liberty, Parent or each
Stockholder's affiliates and advisors in connection with any of the foregoing.
Each Stockholder agrees to immediately advise Liberty in writing of the receipt
of any request for information or any inquiries or proposals relating to a sale
or transfer of any of the Shares or any Extraordinary Transaction.
Notwithstanding the foregoing, this Section 3.2 shall not restrict any
Stockholder from fulfilling its fiduciary duties as a director of the Company
pursuant to Section 7.5(c) of the Merger Agreement.
ARTICLE IV.
Section 4.1. Termination. This Agreement shall become effective on the date
hereof and shall continue in effect until the earlier of (i) the termination of
the Merger Agreement in accordance
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with its terms (other than any such termination following a material breach of
the Merger Agreement by the Company or Stockholder and (ii) the consummation of
the Merger.
Section 4.2. Expenses. Except as otherwise expressly provided in the Merger
Agreement, all costs and expenses incurred by any of the parties hereto will be
borne by the party incurring such costs and expenses. Liberty, on the one hand,
and the Stockholders, on the other hand, will indemnify and hold harmless the
other from and against any and all claims or liabilities for finder's fees or
brokerage commissions or other like payments incurred by reason of action taken
by him, it or any of them, as the case may be.
Section 4.3. Further Assurances. Each party hereto will execute and deliver all
such further documents and instruments and take all such further action as may
be necessary in order to consummate the transactions contemplated hereby.
Section 4.4. Publicity. Liberty, the Company and the Stockholders shall consult
with each other and the Company before issuing any press release or otherwise
making any public statements with respect to this Agreement or the Merger
Agreement or the other transactions contemplated hereby or thereby and shall not
issue any such press release or make any such public statement before such
consultation, except as may be required by law or applicable stock exchange
rules.
Section 4.5. Enforcement of the Agreement. The Stockholders, the Company
and Liberty each acknowledge that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that each party hereto will be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which they are
entitled at law or in equity.
Section 4.6. Miscellaneous.
(a) All representations and warranties contained herein will
terminate upon the termination of this Agreement. The covenants and agreements
made herein will survive the Closing Date in accordance with their respective
terms.
(b) Any provision of this Agreement may be waived at any time by
the party that is entitled to the benefits thereof. No such waiver, amendment or
supplement will be effective unless in writing and signed by the party or
parties sought to be bound thereby. Any waiver by any party of a breach of any
provision of this Agreement will not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement or one or more sections hereof will not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
(c) This Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements among such parties with respect to such matters. This Agreement
may not be amended, changed, supplemented,
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waived or otherwise modified, except upon the delivery of a written agreement
executed by the parties hereto.
(d) This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
conflicts of laws principles thereof.
(e) With respect to any suit, action or proceeding initiated by a
party to this Agreement arising out of, under or in connection with this
Agreement, each Stockholder, the Company and Liberty hereby submit to the
exclusive jurisdiction of any state or federal court sitting in the State of New
York and irrevocably waive, to the fullest extent permitted by law, any
objection that they may now have or hereafter obtain to the laying of venue in
any such court in any such suit, action or proceeding.
(f) The descriptive headings contained herein are for convenience
and reference only and will not affect in any way the meaning or interpretation
of this Agreement.
(g) All notices and other communications hereunder will be in
writing and will be given (and will be deemed to have been duly given upon
receipt) by delivery in person, by facsimile, or by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:
If to Liberty:
Liberty Media Corporation
9197 South Peoria
Englewood, CO 80112
Attention: Charles Y. Tanabe, Esq.
Facsimile: (702) 875-5382
With a copy to:
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, NY 10022
Attention: Marc A. Leaf
Facsimile: (212) 705-5125
If to the Company:
Four Media Company
625 Arizona Avenue
Santa Monica, CA 90401
Attention: William E. Niles, Esq.
Facsimile: (310) 587-1277
With a copy to:
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Latham & Watkins
633 W. Fifth St., Suite 4000
Los Angeles, CA 90071
Attention: James P. Beaubien
Facsimile: (213) 891-8763
If to a Stockholder:
At the address(es) beneath such Stockholder's name on Annex A
to this Agreement.
or to such other address as any party may have furnished to the other parties in
writing in accordance herewith.
(h) This Agreement may be executed in any number of counterparts,
each of which will be deemed to be an original, but all of which together will
constitute one agreement.
(i) This Agreement shall be executed at the same time as the
Merger Agreement and at such time shall be valid and binding obligations of each
of the parties and signatories thereto.
(j) Neither this Agreement nor any of the rights or obligations
of any party hereto may be assigned without the prior written consent of the
other parties hereto, except that Liberty may, without such consent, assign this
Agreement and any of such rights and obligations to one or more of its
affiliates. Any such assignment shall not, however, act as a release of the
assigning Person. Subject to the foregoing, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, and no other Person shall have any right, benefit or obligation
hereunder.
(k) If any term or provision of this Agreement is determined to
be invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party hereto. Upon any such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated by this Agreement are consummated to the
extent possible.
(l) All rights, powers and remedies provided under this Agreement
or otherwise available in respect hereof at law or in equity will be cumulative
and not alternative, and the exercise of any thereof by either party will not
preclude the simultaneous or later exercise of any other such right, power or
remedy by such party.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
---------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
FOUR MEDIA COMPANY
By: /s/ Robert T. Walston
--------------------------------
Name: Robert T. Walston
Title: Chairman and Chief
Executive Officer
WARBURG, PINCUS EQUITY PARTNERS,
L.P.
By: Warburg, Pincus & Co.,
its general partner
By: /s/ David E. Libowitz
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Name: David E. Libowitz
Title: Managing Director
WARBURG, PINCUS NETHERLANDS EQUITY
PARTNERS I, C.V.
By: Warburg, Pincus & Co.,
its general partner
By: /s/ David E. Libowitz
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Name: David E. Libowitz
Title: Managing Director
WARBURG, PINCUS NETHERLANDS EQUITY
PARTNERS II, C.V.
By: Warburg, Pincus & Co.,
its general partner
By: /s/ David E. Libowitz
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Name: David E. Libowitz
Title: Managing Director
WARBURG, PINCUS NETHERLANDS EQUITY
PARTNERS III, C.V.
By: Warburg, Pincus & Co.,
its general partner
By: /s/ David E. Libowitz
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Name: David E. Libowitz
Title: Managing Director
FLEMING US DISCOVERY FUND III, L.P.
By: Fleming US Discovery Partners,
L.P. its general partner
By: Fleming US Discovery, LLC,
its general partner
By: /s/ Robert L. Burr
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Name: Robert L. Burr
Title: Manager
FLEMING US DISCOVERY OFFSHORE
FUND III, L.P.
By: Fleming US Discovery Partners,
L.P., its general partner
By: Fleming US Discovery, LLC,
its general partner
By: /s/ Robert L. Burr
-----------------------
Name: Robert L. Burr
Title: Manager
Annex A
SHARES OWNED BY STOCKHOLDERS
Warburg Entities
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Notices
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c/o E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue
New York, NY 10017
Attention: David E. Libowitz
Facsimile: (212) 716-5068
With a copy to:
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
Attention: Jeffrey R. Poss, Esq.
Facsimile: (212) 728-8111
Shares owned: 10,200,000
Fleming Funds
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Shares owned: 2,250,000
SCHEDULE 1.1(b)
ADDITIONAL SECURITIES BENEFICIALLY OWNED BY STOCKHOLDERS
Warburg Entities
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See Schedule 1.1(c)
Fleming Funds
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An aggregate of 169,760 shares of common stock of the Company are held by three
(3) offshore funds advised by Flemings Capital Management, which funds are
separate and apart from Fleming US Discovery Fund III, L.P. and Fleming US
Discovery Offshore Fund III, L.P.
SCHEDULE 1.1(c)
CONVERTIBLE SECURITIES BENEFICIALLY OWNED BY STOCKHOLDERS
Warburg Entities
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Warrant dated as of April 8, 1999, issued by the Company to Warburg, Pincus &
Co., as nominee, representing the right of the Warburg Entities collectively to
purchase up to 1,100,000 shares of common stock of the Company at an exercise
price of $15.00 per share.
Sidney Lapidus and David Libowitz, both of whom are Managing Directors of
Warburg, Pincus & Co. and Directors of the Company, are each entitled to an
option to purchase 10,000 shares of common stock of the Company at an exercise
price of $6.50 per share, pursuant to the terms of the Four Media Company
Amended and Restated 1997 Director Option Plan, as amended.
Fleming Funds
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None.
SCHEDULE 1.1(f)
STOCKHOLDER DEFAULTS, CONFLICTS, ETC.
Warburg Entities
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None.
Fleming Funds
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None.
SCHEDULE 1.2(d)
LIBERTY DEFAULTS, CONFLICTS, ETC.
None.
SCHEDULE 1.3(d)
COMPANY DEFAULTS, CONFLICTS, ETC.
None.