Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment # 1 to Form S-1 233 1.44M
2: EX-1.1 Purchase Agreement Dated October 22, 1997 42 183K
3: EX-2.1 Share Transfer Agreement Dated April 15, 1996 12 51K
4: EX-2.2 Agreement for the Purchase of Film Assets 9 45K
5: EX-2.3 Agreement and Plan of Merger 40 198K
6: EX-2.4 Stock Purchase Agreement Dated as of June 11, 1997 20 90K
7: EX-2.5 Stock Purchase Agreement Dated as of June 11, 1997 17 80K
8: EX-2.6 Stock Purchase Agreement 17 80K
9: EX-2.7 Amended and Restated Agreement 16 68K
10: EX-3.1 Corrected and Restated Certificate 21 104K
11: EX-3.2 Amended and Restated Bylaws 22 95K
12: EX-4.1 Senior Notes Indenture 167 574K
13: EX-4.2 Senior Discount Notes Indenture 169 585K
14: EX-4.3 Senior Notes Registration Rights Agreement 37 135K
15: EX-4.4 Senior Discount Notes Registration Rights 38 142K
Agreement
16: EX-4.5 Senior Notes Liquidated Damages Agreement 5 28K
17: EX-4.6 Senior Discount Notes Liquidated Damages Agreement 5 28K
18: EX-10.1 Amended & Restated Strategic Stockholders 38 149K
Agreement
25: EX-10.12 Operating Agreement 34 146K
26: EX-10.14 Amendment No. 2 to Operating Agreement 10 45K
27: EX-10.17 Stock Ownership Agreement 11 46K
28: EX-10.18 Amendment No. 1 to Stock Ownership Agreement 5 26K
19: EX-10.2 Employment Assumption Agreement 2 22K
29: EX-10.20 Form of Fox Broadcasting Co. Station Affiliate 11 55K
Agreement
30: EX-10.21 Merchandising Rights Acquisition Agreement 12 55K
31: EX-10.22 Indemnification Agreement 6 30K
32: EX-10.23 Distribution Rights Acquisition Agreement 27 95K
33: EX-10.24 Administration Agreement 2 19K
34: EX-10.25 Registration Agreement 20 74K
35: EX-10.26 Amendment No. 1 to Registration Agreement 4 25K
36: EX-10.27 Contribution and Exchange Agreement 30 144K
37: EX-10.28 Guarantee Dated as of December 22, 1995 9 35K
38: EX-10.29 First Amendment to Lease 6 33K
20: EX-10.3 Employment Assumption Agreement 2 22K
39: EX-10.30 Guaranty of Lease 7 40K
40: EX-10.33 Funding Agreement 10 48K
41: EX-10.34 Guaranty Dated as of June 11, 1997 5 34K
42: EX-10.35 Distribution Agreement Dated August 21, 1992 20 68K
43: EX-10.36 Memorandum of Agreement 10 40K
44: EX-10.38 10960 Wilshire Boulevard Office Lease 93 410K
45: EX-10.39 Production Facility Agreement 14 57K
46: EX-10.40 Letter Agreement Dated as of January 1, 1995 3 26K
47: EX-10.41 Barter Syndication Agreement 2 19K
48: EX-10.42 Letter Agreement Dated as of September 26, 1996 22 84K
49: EX-10.43 First Amendment to the Contribution and Exchange 2 18K
Agreement
50: EX-10.44 Agreement Re Registration Rights 5 23K
51: EX-10.46 Agreement Re Transfer of LLC Interests 3 23K
52: EX-10.48 Subordinated Promissory Note 36 146K
21: EX-10.5 Form of Indemnification Agreement 10 54K
53: EX-10.54 Registration Rights Agreement 18 90K
22: EX-10.6 Employment Agreement 6 38K
23: EX-10.8 Employment Agreement 31 101K
24: EX-10.9 Employment Agreement 25 89K
54: EX-12.1 Ratio of Earnings to Fixed Charges 1 19K
55: EX-21.1 Subsidiaries of the Registrant 3 21K
56: EX-23.2 Consent of Independent Auditors 1 17K
57: EX-23.3 Consent of Independent Auditors 1 15K
58: EX-24.2 Power of Attorney 1 18K
59: EX-25.1 Statement of Eligibility - Bank of New York 10 46K
60: EX-27.1 Article 5 FDS 2 19K
EX-10.18 — Amendment No. 1 to Stock Ownership Agreement
Exhibit Table of Contents
Exhibit 10.18
AMENDMENT NO. 1
TO
STOCK OWNERSHIP AGREEMENT
This Amendment No. 1 to Stock Ownership Agreement (the "Amendment") is made
and entered into as of September 26, 1996, by and among Haim Saban ("Saban"),
each of the entities listed on Schedule "A" hereto (the "SEI Entities" and, with
Saban, the "SEI Stockholders") and Fox Broadcasting Sub, Inc., a Delaware close
corporation ("Fox Broadcasting Sub"), and Fox Broadcasting Company, a Delaware
corporation, has concurrently herewith consented to this Amendment.
R E C I T A L S
- - - - - - - -
A. The SEI Shareholders and the Management Company are parties to that
certain Stock Ownership Agreement, dated as of December 22, 1995 (as amended by
this Amendment, the "Agreement"). On September 26, 1996, Fox Kids Worldwide,
L.L.C. (the "LLC") assigned its rights thereunder to FCN Holding, Inc. which
assigned them to Fox Broadcasting Sub. All terms defined in the Agreement which
are not defined in this Amendment shall have the same meanings when used in this
Amendment.
B. Pursuant to a letter agreement, dated as of September 26, 1996, but
effective as of April 3, 1996 (the "Allen Agreement") between FCN Holding, Inc.,
a Delaware close corporation ("FCNH") and Allen, FCNH has, concurrently with the
execution and delivery of this Amendment, issued and sold to Allen 16 16/99
shares (the "Allen Shares") of the Common Stock, without par value, of FCNH.
C. The parties desire to amend the Agreement in order, inter alia, to
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clarify the effect of the issue and sale of the Allen Shares on the provisions
of the Agreement.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the foregoing facts, and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. Calculation of Purchase Price. Section 1.2(i) of the Agreement is
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amended to read in full as follows:
"(i) if the Effective Date of the Option is prior to the Initial
Public Offering, an amount equal to 50% of the Fair Market Value as of
the Effective Date of SEI and FCNH, including their respective
subsidiaries and other consolidated or owned operations (including the
Management Company), considered as a single entity, divided by,
without duplication, the sum of (A) the number of SEI Option Shares,
plus (B) the number of shares of SEI Common Stock acquired by FBC
----
pursuant to the provisions of Section 4 of the Strategic Stockholders
Agreement, plus (C) 50% of the number of "Later-Issued Shares" (as
----
that term is defined in Amendment No. 2 to the Strategic Stockholders
Agreement); or"
2. Miscellaneous Provisions. Section 2(j) of the Agreement is amended to
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read in full as follows:
"(j) Amendments and Waivers. Neither this Agreement nor any term
----------------------
hereof may be changed, waived, discharged or terminated orally or in
writing, except that any term of this Agreement may be amended and the
observance of any such term may be waived (either generally or in a
particular instance and either retroactively or prospectively) by (and
only by) a written document executed by Saban and Fox Broadcasting
Sub; and any such amendment or waiver executed by both Saban and Fox
Broadcasting Sub shall be binding upon all of the parties to this
Agreement, including each and every Person who has agreed to be bound
by provisions of this Agreement relating to the Shares which it holds;
provided, however, that no such amendment or waiver shall extend to or
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affect any obligation not expressly waived or impair any right
consequent therein. No delay or omission to exercise any right, power
or remedy accruing to any party hereto shall impair any such right,
power or remedy of such party nor be construed to be a waiver of any
such right, power or remedy nor constitute any course of dealing or
performance hereunder."
3. Change of Name. All references in the Agreement to Fox Kids
--------------
Worldwide, L.L.C. or to the Management Company shall hereafter be references to
Fox Broadcasting Sub.
4. Effective Date of Amendment. While this Amendment has been executed
---------------------------
as of its date, it shall be deemed to be effective as of April 3, 1996.
5. Effect of Amendment. Except as expressly modified herein, all terms
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of the Agreement remain in full force and effect.
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
FOX BROADCASTING SUB, INC.
as assignee of Fox Kids
Worldwide, L.L.C.
By: /s/ Larry Jacobson
--------------------
/s/ Haim Saban
-------------------------
Its: Executive Vice President HAIM SABAN
------------------------
QUARTZ ENTERPRISES, L.P.
By: /s/ Stan Golden
--------------------
Its:
--------------------
MERLOT INVESTMENTS
By: /s/ Bill Josey
--------------------
Its:
--------------------
SILVERLIGHT ENTERPRISES, L.P.
By: /s/ Mel Woods
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Its:
--------------------
3
CELIA ENTERPRISES, L.P.
By: /s/ Matthew Krane
--------------------
Its:
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Each of the Undersigned hereby consents and agrees to the foregoing
Amendment, as of the date first above written.
FOX BROADCASTING COMPANY
By: /s/ Larry Jacobson
--------------------
Its: Executive Vice President
------------------------
/s/ Haim Saban
-------------------------
HAIM SABAN
4
SCHEDULE "A"
SEI STOCKHOLDERS
----------------
Haim Saban
Quartz Enterprises, L.P.
Merlot Investments
Silverlight Enterprises, L.P.
Celia Enterprises, L.P.
5
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 1/26/98 | | | | | | | None on these Dates |
| | 9/26/96 | | 1 |
| | 4/3/96 | | 1 | | 2 |
| | 12/22/95 | | 1 |
| List all Filings |
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