Yahoo Inc – ‘SC 13D/A’ on 4/20/99 re: Geocities – EX-7

As of:  Tuesday, 4/20/99   ·   Accession #:  1047469-99-15604   ·   File #:  5-55043

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Sch 13-D                                              12     45K 
 2: EX-7        Opinion re: Liquidation Preference                     8     28K 

EX-7   —   Opinion re: Liquidation Preference
Exhibit Table of Contents

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      VOTING AGREEMENT

     THIS VOTING AGREEMENT is made and entered into as of January 27, 1999 (this
"VOTING AGREEMENT"), by and between Yahoo! Inc., a California corporation       
("YAHOO!"), and the party identified on the signature page hereto               
("STOCKHOLDER").                                                                

      RECITALS

A.   Yahoo!, Home Page Acquisition Corp., a Delaware corporation and a
newly formed wholly owned direct subsidiary of Yahoo! ("MERGER SUB"), and       
GeoCities, a Delaware corporation ("GEOCITIES"), have contemporaneously with the
execution of this Voting Agreement entered into an Agreement and Plan of Merger 
dated as of January 27, 1999 (the "MERGER AGREEMENT") which provides, among     
other things, that Merger Sub shall be merged (the "MERGER") with and into      
GeoCities pursuant to the terms and conditions thereof;                         

   B.   As an essential condition and inducement to Yahoo! to enter into the
Merger Agreement and in consideration therefor, Stockholder and Yahoo! have     
agreed to enter into this Voting Agreement; and                                 

     C.   As of the date hereof, the Stockholder owns of record and beneficially
the shares of common stock, par value $0.001 per share, of GeoCities ("GEOCITIES
COMMON STOCK") set forth on the signature page hereto and desires to enter into 
this Agreement with respect to such shares of GeoCities Common Stock;           

    NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein and in the Merger Agreement, the parties hereto 
agree as follows:                                                               

     ARTICLE I

1.   VOTING OF SHARES.                                                

        1.1   VOTING AGREEMENT.  Stockholder hereby agrees to (a) appear, or
cause the holder of record on any applicable record date (the "RECORD HOLDER")  
to appear for the purpose of obtaining a quorum at any annual or special meeting
of stockholders of the GeoCities and at any adjournment thereof at which matters
relating to the Merger, the Merger Agreement or any transaction contemplated    
thereby are considered and (b) vote, or cause the Record Holder to vote, in     
person or by proxy, all of the shares of the GeoCities Common Stock owned by    
Stockholder, or with respect to which such Stockholder has or shares voting     
power or control, and all of the shares of GeoCities Common Stock which shall,  
or with respect to which voting power or control shall, hereafter be acquired by
Stockholder (collectively, the "SHARES") in favor of the Merger, the Merger     
Agreement and the transactions contemplated by the Merger                       

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Agreement.  In the event written consents are solicited or otherwise sought from
stockholders of GeoCities with respect to approval or adoption of the Merger    
Agreement, with respect to the approval of the Merger or with respect to any of 
the other actions contemplated by the Merger Agreement, Stockholder shall       
(unless otherwise directed by Yahoo!) execute, or cause the Record Holder to    
execute, with respect to all Shares a written consent or written consents to    
such proposed action.                                                           

        1.2   GRANT OF PROXY.  In furtherance of the foregoing, Stockholder,
by this Agreement, with respect to all Shares now owned of record or that may   
hereafter be acquired by Stockholder at anytime prior to the Effective Time,    
does hereby constitute and appoint Yahoo! and Merger Sub, or any nominee of     
Yahoo! and Merger Sub, with full power of substitution, for the date hereof to  
the earlier to occur of the termination of this Voting Agreement or the         
Effective Time, as its true and lawful attorney and proxy (its "PROXY"), for and
in its name, place and stead, to demand that the Secretary of GeoCities call a  
special meeting of stockholders of GeoCities for the purpose of considering any 
action related to the Merger Agreement and to vote each of such Shares as its   
Proxy at every annual, special or adjourned meeting of stockholders of          
GeoCities, including the right to sign its name (as stockholder) to any consent,
certificate or other document relating to GeoCities that the law of the State of
Delaware may permit or require, in favor of the Merger, the Merger Agreement and
the transactions contemplated by the Merger Agreement.  This Proxy and power of 
attorney is irrevocable to the fullest extent permitted by the law of the State 
of Delaware and is coupled with an interest.                                    

     1.3   FURTHER ASSURANCES.  Stockholder shall perform such further
acts and execute such further documents and instruments as may reasonably be    
required to vest in Yahoo! and Merger Sub the power to carry out and give effect
to the provisions of this Voting Agreement.                                     

  1.4   NO OWNERSHIP INTEREST.  Nothing contained in this Voting
Agreement shall be deemed to vest in Yahoo! any direct or indirect ownership or 
incidence of ownership of or with respect to any Shares.  All rights, ownership 
and economic benefits of and relating to the Shares shall remain and belong to  
Stockholder, and Yahoo! shall have no authority to manage, direct, superintend, 
restrict, regulate, govern, or administer any of the policies or operations of  
the GeoCities or exercise any power or authority to direct Stockholder in the   
voting of any of the Shares, except as otherwise provided herein, or the        
performance of Stockholder's duties or responsibilities as a stockholder of the 
GeoCities.                                                                      

   1.5   DOCUMENTS DELIVERED.  Stockholder acknowledges receipt of
copies of the following documents:                                              

      (a)   the Merger Agreement and all Exhibits and Schedules thereto;
and                                                                             

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       (b)   each report filed with the Securities and Exchange Commission
by the Yahoo! on Forms 8-K and 10-Q since August 1, 1998.                       

        1.6   NO INCONSISTENT AGREEMENTS.  Each Stockholder hereby covenants
and agrees that, except as contemplated by this Voting Agreement and the Merger 
Agreement, the Stockholder (a) has not entered, and shall not enter at any time 
while this Voting Agreement remains in effect, into any voting agreement and (b)
has not granted, and shall not grant at any time while this Voting Agreement    
remains in effect, a proxy or power of attorney, in either case which is        
inconsistent with this Voting Agreement.                                        

      ARTICLE II

2.   TRANSFER.                                                        

2.1   TRANSFER OF TITLE.                                    

       (a)   Stockholder hereby covenants and agrees that Stockholder will
not, prior to the termination of this Voting Agreement, either directly or      
indirectly, sell, assign, pledge, hypothecate, transfer, exchange, or dispose   
("TRANSFER") of any Shares or options to purchase GeoCities Common Stock        
("OPTIONS") or any other securities or rights convertible into or exchangeable  
for shares of GeoCities Common Stock, owned either directly or indirectly by    
Stockholder or with respect to which Stockholder has the power of disposition,  
whether now or hereafter acquired, without the prior written consent of Yahoo!; 
PROVIDED that nothing contained herein will be deemed to restrict the exercise  
of Options; and PROVIDED FURTHER that the foregoing requirements shall not      
prohibit any Transfer to any person or entity where as a pre-condition to such  
Transfer the transferee agrees to be bound by all of the terms and conditions of
this Voting Agreement and delivers a duly executed copy of this Voting Agreement
to Yahoo! to evidence such agreement.                                           

     (b)   Stockholder hereby agrees and consents to the entry of stop
transfer instructions by the GeoCities against the transfer of any Shares       
consistent with the terms of Section 2.1(a) hereof.                             

     ARTICLE III

 3.   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.  Stockholder hereby
represents and warrants to Yahoo! as follows:                                   

         3.1   AUTHORITY RELATIVE TO THIS AGREEMENT.  Stockholder is competent
to execute and deliver this Voting Agreement, to perform its obligations        
hereunder and to consummate the transactions contemplated hereby.  This Voting  
Agreement has been duly and validly executed and delivered by Stockholder and,  
assuming the due authorization, execution and delivery by Yahoo!, constitutes a 
legal, valid and binding obligation of Stockholder, enforceable against         
Stockholder in accordance with its terms.                                       

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 3.2   NO CONFLICT.  The execution and delivery of this Voting
Agreement by Stockholder does not, and the performance of this Voting Agreement 
by Stockholder shall not, result in any breach of or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,  
or give to others any rights of termination, amendment, acceleration or         
cancellation of, or result in the creation of a lien or encumbrance, on any of  
the Shares or Options pursuant to, any note, bond, mortgage, indenture,         
contract, agreement, lease, license, permit, franchise or other instrument or   
obligation to which Stockholder is a party or by which Stockholder or the Shares
or Options are bound or affected.                                               

3.3   TITLE TO THE SHARES.  The Shares and Options held by  
Stockholder are owned free and clear of all security interests, liens, claims,  
pledges, options, rights of first refusal, agreements, limitations on           
Stockholder's voting rights, charges and other encumbrances of any nature       
whatsoever, and Stockholder has not appointed or granted any proxy, which       
appointment or grant remains effective, with respect to the Shares (other than  
under this Voting Agreement).                                                   

      ARTICLE IV

4.   MISCELLANEOUS.                                                   

         4.1   NO SOLICITATION.  From the date hereof until the Effective Time
or, if earlier, the termination of the Merger Agreement, Stockholder shall not  
(whether directly or indirectly through advisors, agents or other               
intermediaries) (a) solicit, initiate or encourage any Acquisition Proposal or  
(b) engage in discussions or negotiations with, or disclose any non-public      
information relating to the GeoCities or its subsidiaries to any person that has
made an Acquisition Proposal or has advised Stockholder, or to its knowledge,   
GeoCities or any other stockholder of the GeoCities, that such person is        
interested in making an Acquisition Proposal.                                   

        4.2   TERMINATION.  This Agreement shall terminate upon the earliest
to occur of (a) the termination of the Merger Agreement in accordance with its  
terms or (b) the Effective Time.  Upon such termination, no party shall have any
further obligations or liabilities hereunder, PROVIDED that no such termination 
shall relieve any party from liability for any breach of this Voting Agreement  
prior to such termination.                                                      

  4.3   ENFORCEMENT OF AGREEMENT.  The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this  
Voting Agreement were not performed in accordance with its specified terms or   
were otherwise breached.  It is accordingly agreed that the parties shall be    
entitled to an injunction or injunctions to prevent breaches of this Voting     
Agreement and to specific performance of the terms and provisions hereof in     
addition to any other remedy to which they are entitled at law or in equity.    

       4.4   SUCCESSORS AND AFFILIATES.  This Voting Agreement shall inure
to the benefit of and shall be binding upon the parties hereto and their        
respective heirs, legal representatives and permitted assigns.  If Stockholder  
shall at any time hereafter acquire ownership of, or voting power with respect  
to, any additional Shares in any manner, whether by                             

     -4-

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the exercise of any Options or any securities or rights convertible into or     
exchangeable for shares of GeoCities Common Stock, by operation of law or       
otherwise, such Shares shall be held subject to all of the terms and provisions 
of this Voting Agreement.  Without limiting the foregoing, Stockholder          
specifically agrees that the obligations of Stockholder hereunder shall not be  
terminated by operation of law, whether by death or incapacity of Stockholder or
otherwise.                                                                      

    4.5   ENTIRE AGREEMENT.  This Voting Agreement together with the
Affiliates Agreements, in the form attached as EXHIBIT B to the Merger          
Agreement, if and to the extent entered into by Stockholder and Yahoo!,         
constitutes the entire agreement among Yahoo! and Stockholder with respect to   
the subject matter hereof and supersedes all prior agreements and               
understandings, both written and oral, among Yahoo! and Stockholder with respect
to the subject matter hereof.                                                   

 4.6   CAPTIONS AND COUNTERPARTS.  The captions in this Voting
Agreement are for convenience only and shall not be considered a part of or     
affect the construction or interpretation of any provision of this Voting       
Agreement.  This Voting Agreement may be executed in several counterparts, each 
of which shall constitute one and the same instrument.                          

        4.7   AMENDMENT.  This Voting Agreement may not be amended except by
an instrument in writing signed by the parties hereto.                          

   4.8   WAIVERS.  Except as provided in this Voting Agreement, no
action taken pursuant to this Voting Agreement, including without limitation any
investigation by or on behalf of any party, shall be deemed to constitute a     
waiver by the party taking such action of compliance with any representations,  
warranties, covenants or agreements contained in this Voting Agreement.  The    
waiver by any party hereto of a breach of any provision hereunder shall not     
operate or be construed as a wavier of any prior or subsequent breach of the    
same or any other provision hereunder.                                          

      4.9   SEVERABILITY.  If any term or other provision of this Voting
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Voting Agreement  
shall nevertheless remain in full force and effect.  Upon such determination    
that any term or other provision is invalid, illegal or incapable of being      
enforced, the parties hereto shall negotiate in good faith to modify this Voting
Agreement so as to effect the original intent of the parties as closely as      
possible to the fullest extent permitted by applicable law in a mutually        
acceptable manner in order that the terms of this Voting Agreement remain as    
originally contemplated to the fullest extent possible.                         

     -5-

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      4.10  NOTICES.  All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given 
or made and shall be effective upon receipt, if delivered personally, upon      
receipt of a transmission confirmation if sent by facsimile (with a confirming  
copy sent by overnight courier) and on the next business day if sent by Federal 
Express, United Parcel Service, Express Mail or other reputable overnight       
courier to the parties at the following addresses (or at such other address for 
a party as shall be specified by notice):                                       

         If to Stockholder:    At the address set forth opposite Stockholder's
                 name on the signature page hereto

With a copy to:       Brobeck, Phleger & Harrison LLP       
   38 Technology Drive
        Irvine, California 92618
           Attention:  Richard A. Fink
              Telephone No.:  (949) 790-6300
             Telecopy No.:  (949) 790-6301

If to Yahoo!                                                
or Merger Sub:        Yahoo! Inc.                           
       3420 Central Expressway
             Santa Clara, California 95051
                   Attention:  Chief Executive Officer
              Telephone No.:  (408) 731-3300
             Telecopy No.:  (408) 731-3510

   with a copy at the same address to the attention of the General
Counsel and Secretary and with a copy to:                   

 Venture Law Group
          A Professional Corporation
   2800 Sand Hill Road
            Menlo Park, California 94025
               Attention:  Steven J. Tonsfeldt
             Telephone No.: (650) 854-4488
             Telecopy No.:  (650) 233-8386

         4.11  GOVERNING LAW.  This Voting Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware regardless of   
the laws that might otherwise govern under applicable principles of conflicts of
law.                                                                            

     4.12  DEFINITIONS.  Capitalized terms used and not defined herein
shall have the meaning set forth in the Merger Agreement.                       

     -6-

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      4.13  OFFICERS AND DIRECTORS.  No person who is or becomes (during
the term hereof) a director or officer of the GeoCities makes any agreement or  
understanding herein in his or her capacity as such director or officer, and    
nothing herein will limit or affect, or give rise to any liability to           
Stockholder by virtue of, any actions taken by any Stockholder in his or her    
capacity as an officer or director of the GeoCities in exercising its rights    
under the Merger Agreement.                                                     

      4.14  TREATMENT OF SHARES.  If for any reason Stockholder shall be
prohibited from selling the shares of Yahoo! Common Stock to be received by     
Stockholder in the Merger under the Registration Statement to be filed by Yahoo!
in connection with the Merger, Yahoo! agrees that it shall grant to Stockholder 
registration rights that are consistent with those registration rights granted  
by Yahoo! to stockholders of corporations acquired by Yahoo! in 1998 in         
stock-for-stock merger transactions.                                            

       4.15  INTERPRETATION.  The parties have participated jointly in the
negotiation of this Voting Agreement.  In the event that an ambiguity or        
question of intent or interpretation arises, this Voting Agreement shall be     
construed as if drafted jointly by the parties, and no presumption or burden of 
proof shall arise favoring or disfavoring any party by virtue of the authorship 
of the provisions of this Voting Agreement.                                     

      [SIGNATURE PAGE TO FOLLOW]

     -7-

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IN WITNESS WHEREOF, each of the parties hereto have caused this Voting
Agreement to be duly executed as of the date first written above.               

YAHOO! INC.     

          By:  /s/ Timothy K. Koogle
                                 ---------------------------------------

       Name: Timothy K. Koogle
                                  --------------------------------------

                           Title: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                   -------------------------------------

STOCKHOLDER     

         By:  /s/ Steven S. Murray
                                 ---------------------------------------

      Name: Steven S. Murray
                                  --------------------------------------

Title: Treasurer
                                   -------------------------------------

      Address: 10 Langely Rd
                                     -----------------------------------

                     Newton, MA  02459
                                     -----------------------------------

Number of Shares of GeoCities                                                   
Common Stock owned:  7,056,086                                                  
------------------                      

Number of Shares of GeoCities                                                   
Common Stock as to which options                                                
issued to Stockholder are                                                       
exercisable:                                                                    
-------------------------                             

      ****VOTING AGREEMENT****

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/20/99
		1/27/99		1					8-K
		8/1/98		3
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