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Strategies & Market Trends : Gorilla and King Portfolio Candidates -- Ignore unavailable to you. Want to Upgrade?

To: gingersreisse who wrote (37983)	1/15/2001 11:02:02 PM
From: BDR	Respond to of 54805

<<Perhaps Henry has a plan...>> He better have. He pretty much runs the show unopposed. Or has this been discussed here already? From the 8/K filed 8/00: freeedgar.com Our bylaws provide that Henry C. Yuen is Chairman of the Board (so long as he is a director) and Chief Executive Officer until July 2005 unless he earlier dies or resigns or his employment is earlier terminated for disability or for cause in accordance with his employment agreement. This bylaw requirement can only be changed with the approval of nine of the twelve members of the board of directors or by the affirmative vote of 66 2/3% or more of the voting power of our common stock. It may be difficult for any such amendment to the bylaws to be made, however, because: Mr. Yuen is entitled to select six members of the board of directors ; and Liberty Media Corporation and The News Corporation Limited (who collectively beneficially own approximately 43.0% of our outstanding common stock) have each agreed to vote their shares of our common stock for, or to use their best efforts to cause their respective designees on the board of directors to vote for, the election of Mr. Yuen as a director, the appointment of Mr. Yuen as Chairman of the Board and Chief Executive Officer and the election of five other designees of Mr. Yuen as directors. Moreover, Liberty and News Corporation, if they voted together, would be able to prevent us from taking such actions. Our bylaws require approval of seven of the twelve members of the board of directors for certain itemized fundamental decisions. As a result, if all six directors designated by Mr. Yuen or all six directors designated by Liberty and News Corporation vote to oppose any fundamental decision identified in the bylaws, then we will not be able to take such action. In addition, our bylaws provide that, except for matters delegated to board committees, matters identified in the bylaws as "fundamental decisions" and matters that require approval by supermajority vote of stockholders, if a matter is brought before the board of directors and if there is a tie vote with respect to such matter, then the exclusive power to approve or disapprove that matter will generally be exercised by the Tie-breaking Committee (of which Mr. Yuen is the sole member) until the earlier of July 2005 and the date Mr. Yuen ceases to be Chief Executive Officer. Thereafter, until the third annual board of directors' meeting following (1) the date Mr. Yuen ceases to be Chief Executive Officer or, if later, (2) July 2005, the TVG Director Committee, the members of which are directors designated by TV Guide immediately before the merger or their successors, will generally have the ability to resolve tie votes.