-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NnldjHurPTVJ8qaWpSyMCM97nWWax4OcEjU8InLh+FECAHIeNsPS4D/8WPrPgq+n zYTFSUw0G494C6jYMrBu9w== 0001047469-98-039006.txt : 19981104 0001047469-98-039006.hdr.sgml : 19981104 ACCESSION NUMBER: 0001047469-98-039006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981103 GROUP MEMBERS: ERIC R. WEISS GROUP MEMBERS: ERIC R. WEISS CHARITABLE REMAINDER TRUST GROUP MEMBERS: STEPHEN C. LEHMAN GROUP MEMBERS: TEMPORARY MEDIA CO., LLC GROUP MEMBERS: TRUE-DB, INC. GROUP MEMBERS: YUKELSON DANIEL M SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL MEDIA CORP CENTRAL INDEX KEY: 0000070412 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 132658741 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-15819 FILM NUMBER: 98736579 BUSINESS ADDRESS: STREET 1: 15821 VENTURA BOULEVARD STREET 2: SUITE 570 CITY: ENCINO STATE: CA ZIP: 91416 BUSINESS PHONE: 8184616400 MAIL ADDRESS: STREET 1: 15821 VENTURA BOULEVARD STREET 2: SUITE 570 CITY: ENCINO STATE: CA ZIP: 91416 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL PARAGON CORP DATE OF NAME CHANGE: 19870827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YUKELSON DANIEL M CENTRAL INDEX KEY: 0001066875 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15260 VENTURE BLVD STREET 2: STE 500 CITY: SHERMAN OAKS STATE: CA ZIP: 91403 BUSINESS PHONE: 8183775332 MAIL ADDRESS: STREET 1: 15260 VENTURE BLVD STREET 2: STE 500 CITY: SHERMAN OAKS STATE: CA ZIP: 91403 SC 13D/A 1 SC 13D/A OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response....14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 3) NATIONAL MEDIA CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 636919102 - ------------------------------------------------------------------------------- (CUSIP Number) Daniel M. Yukelson, Chief Financial Officer 15821 Ventura Blvd., Suite 570, Encino, CA 91416 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 1998 - ------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. CUSIP No. 636919102 13D Page 2 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) ERIC R. WEISS CHARITABLE REMAINDER TRUST - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /X/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* WC - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization CALIFORNIA - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned -0- by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 26,619,854 -------------------------------------------------- (9) Sole Dispositive Power 255,936 -------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,619,854 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 51.11% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* 00 - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636919102 13D Page 3 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) TEMPORARY MEDIA CO., LLC - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /X/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* 00 - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization DELAWARE - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned -0- by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 26,619,854 -------------------------------------------------- (9) Sole Dispositive Power 2,975,000 -------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,619,854 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 51.11% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* 00 - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636919102 13D Page 4 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) DANIEL M. YUKELSON - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /X/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* PF - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization UNITED STATES OF AMERICA - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned -0- by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 26,619,854 -------------------------------------------------- (9) Sole Dispositive Power 307,241 -------------------------------------------------- (10) Shared Dispositive Power 2,975,000 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,619,854 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 51.11% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636919102 13D Page 5 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) ERIC R. WEISS - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /X/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* PF - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization UNITED STATES OF AMERICA - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned -0- by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 26,619,854 -------------------------------------------------- (9) Sole Dispositive Power 1,024,067 -------------------------------------------------- (10) Shared Dispositive Power 3,230,936 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,619,854 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 51.11% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636919102 13D Page 6 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) TRUE-DB, INC. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /X/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* WC - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization NEVADA - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned -0- by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 26,619,854 -------------------------------------------------- (9) Sole Dispositive Power -0- -------------------------------------------------- (10) Shared Dispositive Power 2,975,000 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,619,854 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 51.11% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 636919102 13D Page 7 of 10 Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) STEPHEN C. LEHMAN - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) /X/ of a Group* (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* PF - ------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization UNITED STATES OF AMERICA - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned -0- by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power 26,619,854 -------------------------------------------------- (9) Sole Dispositive Power 3,071,948 -------------------------------------------------- (10) Shared Dispositive Power 2,975,000 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,619,854 - ------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 51.11% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 10 Pages --- --- ITEM 1. SECURITY AND ISSUER This statement relates to Common Stock, $.01 par value per share ("Common Stock"), issued by National Media Corporation, a Delaware Corporation ("NMC"). The address of the principal executive offices NMC is 15821 Ventura Blvd., Suite 570, Encino, CA 91416. ITEM 2. IDENTITY AND BACKGROUND This statement is filed on behalf of the following persons: Temporary Media Co., LLC, a Delaware limited liability company ("TMC"), of 15821 Ventura Boulevard, Suite 570, Encino, California 91436. TMC's principal business is the provision of management consulting services to NMC. Stephen C. Lehman ("Lehman"), of 15821 Ventura Boulevard, Suite 570, Encino, California 91436. Lehman is the Chairman of the Board and Chief Executive Officer of NMC and a managing member of TMC. True-DB, Inc., a Nevada corporation ("True-DB"), of 15821 Ventura Boulevard, Suite 570, Encino, California 91436. True-DB's principal business is investment and consulting. Eric R. Weiss ("Weiss"), of 15821 Ventura Boulevard, Suite 570, Encino, California 91436. Weiss is Vice Chairman of the Board and Chief Operating Officer of NMC and a managing member of TMC. Daniel M. Yukelson ("Yukelson"), of 15821 Ventura Boulevard, Suite 570, Encino, California 91436. Yukelson is Executive Vice President of Finance, Chief Financial Officer and Secretary of NMC and a managing member of TMC. None of the above persons has, during the last five years, been either (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as the result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity 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 TMC received options to purchase 212,500 shares of Common Stock (the "TMC Options") and warrants to purchase up to 2,762,500 shares of Common Stock (the "TMC Warrants") from NMC in consideration of its agreement to provide management consulting services to NMC. Lehman received 1366.0 shares of Series E Convertible Preferred Stock of NMC ("Series E Stock"), 2,489.3 shares of Series D Convertible Preferred Stock of NMC ("Series D Stock") and warrants to purchase 135,641 shares of Common Stock in consideration of the cancellation of his membership in NM Acquisition Co., LLC, a Delaware limited liability company ("ACO") (See Item 5, below). Lehman purchased his membership interest in ACO for $3,000,000 in cash from his personal funds. Weiss received 455.4 shares of Series E Stock, 829.8 shares of Series D Stock and warrants to purchase 45,214 shares of Common Stock in consideration of the cancellation of his membership interest in ACO. Weiss purchased his membership interest in ACO for $1,000,000 in cash from his personal funds. Yukelson received 136.6 shares of Series E Stock, 249 shares of Series D Stock and warrants to purchase 13,564 shares of Common Stock in consideration of the cancellation of his membership interest in ACO. Yukelson purchased his membership interest in ACO for $300,000 in cash from his personal funds. Page 9 of 10 Pages --- --- ITEM 4. PURPOSE OF TRANSACTION The purpose of the transactions described below was to cause TMC to acquire control of NMC. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The aggregate number of shares of outstanding Common Stock is 25,466,937, based on NMC's Proxy Statement filed with the SEC as of September 23, 1998. For the purposes of percentage calculations under this Item 5, the number of outstanding shares is increased to reflect the relevant issuances of Common Stock on a diluted basis. Each of the persons identified in Item 2 is the beneficial owner of 26,619,854 shares of Common Stock, representing 51.11% of the outstanding Common Stock on a diluted basis, as a result of the following: On August 11, 1998, ACO purchased 10,000 shares of Series D Stock and warrants to purchase up to 992,942 shares of Common Stock (the "ACO Warrants"). Each share of Series D Stock is convertible into 931.8579 shares of Common Stock. On October 23, 1998, ACO purchased 20,000 shares of Series E Stock. Each share of Series E Stock is convertible into 666.6667 shares of Common Stock. On October 23, 1998, ACO dissolved by the written consent of its members. At the time of the dissolution, ACO was the beneficial owner of 23,644,854 shares of Common Stock, which it was entitled to acquire pursuant to the conversion of Series D Stock and the Series E Stock and the exercise of the ACO Warrants. Subsequent to the dissolution, each former member of ACO (a "Member") granted to TMC an irrevocable proxy (a "Proxy") to vote such Member's share of such NMC securities at any election of directors of NMC prior to October 26, 1999. On August 11, 1998, NMC issued to TMC (a) options to purchase 212,500 shares of Common Stock (the "TMC Options") and (b) warrants to purchase up to 2,762,500 shares of Common Stock (the "TMC Warrants"). Lehman, True-DB and Yukelson are the managing members of TMC. Weiss is the controlling stockholder of True-DB. Each of Lehman, Weiss, True-DB and Yukelson is the beneficial owner of the 2,975,000 shares of Common Stock which TMC has the right to acquire because each has shared power to direct the voting and disposition of such Common Stock through their control of TMC. TMC is the beneficial owner of the 23,644,854 shares of Common Stock subject to the Proxy because TMC has power to direct the voting of such Common Stock by virtue of the Proxy. Each of Lehman, Weiss, True-DB and Yukelson is likewise the beneficial owner of the 23,644,854 shares of Common Stock subject to the Proxy because each has shared power to direct the voting of such Common Stock through their control of TMC. The Eric R. Weiss Charitable Remainder Trust (the "Trust") has the right to acquire 255,936 shares of Common Stock by virtue of its ownership of 207.4 shares of Series E Stock, 113.8 shares of Series D Stock and warrants to purchase 11,303 shares of Common Stock. Eric R. Weiss is the manager of the Trust and thereby has power to direct the voting of such Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 5 as to the Proxies. On October 23, 1998, NMC, Lehman, Weiss, Yukelson and all of the other Members entered into a Shareholders' Agreement pursuant to which each Member has agreed that prior to October 23, 1999, each Member (a) shall not convert or sell any Series E Stock, (b) shall not sell 50% of the Series D Stock (or the underlying Common Stock) held by such Member and (c) shall not sell 50% of the NMC warrants (or the underlying Common Stock) held by such Member. In addition, each Member shall be entitled to sell a maximum of 12.5% of the other 50% of such Series D Stock and warrants in any quarter, which 12.5% may accumulate up to a maximum of 25% in any one quarter. Page 10 of 10 Pages --- --- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A -- Limited Power of Attorney for Section 16(a) and Section 13(d) Filings. Exhibit B -- Stock Purchase Agreement, dated August 11, 1998, by and between NMC and ACO, incorporated by reference to Exhibit 10.1 to the Form 8-K of NMC dated August 18, 1998 (File No. 001-06715). Exhibit C -- Letter Agreement, dated August 12, 1998, by and between NMC, ACO, RGC International Investors, LDC and Capital Ventures International, incorporated by reference to Exhibit 10.4 to the Form 8-K of NMC dated August 18, 1998 (File No. 001-06715). Exhibit D -- Consulting Agreement, dated August 11, 1998, by and between NMC and TMC, incorporated by reference to Exhibit 10.2 to the Form 8-K of NMC dated August 18, 1998 (File No. 001-06715), by and between the Members and NMC. Exhibit E -- Stockholders Agreement, dated October 23, 1998, by and between the Members and NMC. Exhibit F -- Form of Irrevocable Proxy, dated as of October 23, 1998, to be executed by each Member. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 2, 1998 -------------------------------------- (Date) TEMPORARY MEDIA CO., LLC a Delaware limited liability company By /s/ Daniel M. Yukelson ----------------------------------- Daniel M. Yukelson Managing Member STEPHEN C. LEHMAN, ERIC R. WEISS and TRUE-DB, INC, a Nevada corporation /s/ Daniel M. Yukelson By /s/ Daniel M. Yukelson - ------------------------------ ----------------------------------- DANIEL M. YUKELSON Daniel M. Yukelson, Attorney in fact EX-99.E 2 EXHIBIT 99.E EXHIBIT E NATIONAL MEDIA CORPORATION -------------- SHAREHOLDERS' AGREEMENT -------------- TABLE OF CONTENTS PAGE 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 "Holders". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 "Investor Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Restrictions on Transfer of Shares by The Members . . . . . . . . . . . . 2 3. Assignments and Transfers . . . . . . . . . . . . . . . . . . . . . . . . 3 4. Legend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5. Effect of Change in Company's Capital Structure . . . . . . . . . . . . . 4 6. Creation of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 7. Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 8. Investment Representation . . . . . . . . . . . . . . . . . . . . . . . . 5 9. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 9.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 5 9.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 9.3 No Waivers; Rights and Remedies Cumulative.. . . . . . . . . . . . . 5 9.4 Survival of Representations and Warranties.. . . . . . . . . . . . . 5 9.5 Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . 5 9.6 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 9.7 Counterparts; Facsimile Signatures . . . . . . . . . . . . . . . . . 6 9.8 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 9.9 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . 7 9.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 9.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 7 9.12 Remedy for Breach. . . . . . . . . . . . . . . . . . . . . . . . . . 7 SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT, dated as of October 23, 1998 (the "Agreement"), is entered into by and among National Media Corporation, a Delaware corporation ("NMC") and the other persons described on the signature pages hereof ("Members" or "Member"). RECITALS WHEREAS, the Members of NM Acquisition Co., LLC, a Delaware limited liability company ("ACO") entered into that certain Operating Agreement, dated as of August 10, 1998 (the "Operating Agreement"), pursuant to which (i) ACO entered into that certain Stock Purchase Agreement, dated as of August 12, 1998, by and among ACO, Capital Ventures International, a Cayman Islands company ("CVI") and RGC International Investors, a Cayman Islands limited duration company ("RGC"), pursuant to which ACO purchased from CVI and RGC, in the aggregate, 10,000 shares of Series D Convertible Preferred Stock of NMC ("Series D Stock") and warrants to purchase 992,942 shares of Common Stock of NMC ("Warrants"); (ii) ACO and NMC entered into that certain Stock Purchase Agreement, dated as of August 11, 1998, pursuant to which ACO is to purchase from NMC 20,000 shares of Series E Preferred Stock of NMC ("Series E Stock"); WHEREAS, the Members desire to enter into an agreement governing their respective ability and right to Transfer (as defined below in Section 2.1) the Investor Stock (as defined below in Section 1.2) WHEREAS, ACO, the Members and NMC desire to set forth certain rights and restrictions related to the ownership and disposition of their respective beneficial ownership interests in the Investor Stock; AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties mutually agree as follows: 8. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings: 8.1 "HOLDERS" means the Members or persons who have acquired shares from any of such persons or their transferees or assignees in accordance with the provisions of this Agreement. 8.2 "INVESTOR STOCK" means (i) the Series D Stock, (ii) the Series E Stock, (iii) the Common Stock issuable or issued upon conversion of the Series D Stock, (iv) the Common Stock issuable or issued upon conversion of the Series E Stock, (v) the Warrants, (vi) the Common Stock issuable or issued upon exercise of the Warrants, and (vii) any Common Stock of NMC issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in (i), (ii), (iii), (iv), (v) and (vi) above. 9. RESTRICTIONS ON TRANSFER OF SHARES BY THE MEMBERS. 9.1 Except as otherwise provided in this Agreement, no Member may sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of in any way, all or any part of or any interest in any or all of the Investor Stock now or hereafter owned or held by the Members (hereinafter referred to as a "Transfer"). Any Transfer of Investor Stock not made in conformance with this Agreement shall be null and void, shall not be recorded on the books of NMC and shall not be recognized by NMC. 1 9.2 Subject to Section 2.3 of this Agreement, for a period ending on the first anniversary of the date of this Agreement, each Member may Transfer up to 50% of the Investor Stock, other than the Series E Stock, held by the Member on the date of this Agreement. 9.3 No Member shall Transfer more than 25% of the Investor Stock referred to in Section 2.2 above in any of the following three month periods: (a) the period beginning on the date of this Agreement and ending on November 11, 1998, (b) the period beginning on November 12, 1998 and ending on February 11, 1999, (c) the period beginning on February 12, 1999 and ending on May 11, 1999, or (d) the period beginning on May 12, 1999 and ending on August 11, 1999 (each, a "Quarter"); provided, however, that any shares of Investor Stock which were permitted to be sold in any Quarter and which were not so sold will be added to the number of shares of Investor Stock permitted to be sold by it in any subsequent Quarter up to a maximum of 50% of the Investor Stock referred to in Section 2.2 above. 9.4 No Member shall Transfer any Series E Stock, or convert any Series E Stock into Common Stock, prior to the first anniversary of this Agreement. 9.5 Notwithstanding the provisions contained in the Certificate of Designations, Preferences and Rights of Series D Stock of NMC (the "Certificate of Designations"), the "Conversion Price" (as such term is used in the Certificate of Designations) shall equal $1.073125 (subject to adjustment as described in the Certificate of Designations) and each Member waives (for themselves, their successors, assigns and transferees) their right to convert such shares at the Variable Conversion Price. As a condition to the Transfer of any Investor Stock to any other person or entity (other than NMC) (each, a "Transferee") by any of the Members, such Transferee shall be required to execute an instrument reasonably satisfactory to NMC (in form and substance) pursuant to which such Transferee agrees to be bound by the terms and conditions of this Agreement as if such Transferee was a party to this Agreement. 9.6 The provisions of Sections 2.2, 2.3 and 2.4 shall not apply to any Transfer where the seller and buyer are both parties to this Agreement. 10. ASSIGNMENTS AND TRANSFERS. Any attempt by a Member to Transfer Investor Stock in violation of Section 2 hereof shall be void and NMC shall not effect such a transfer nor will it treat any alleged transferee(s) as the holder of such shares. 11. LEGEND. 11.1 SERIES D STOCK. Each replacement certificate for Series D Stock now owned by each and every Member or any subsequent transferees, successors and assigns of each and every Member shall bear the following legends upon its face: "The ownership, transfer, encumbrance, pledge, assignment, or other disposition of this certificate and the shares of stock represented thereby, are subject to the restrictions contained in a Shareholders' Agreement, a copy of which is on file at the office of NMC." "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act") and may not be sold, offered for sale, pledged or hypothecated in the absence of (i) an effective registration statement as to the securities under the 1933 Act and an effective registration or qualification of such securities for sale under applicable state securities law; or (ii) 2 an opinion of counsel satisfactory to the corporation that such registration and qualification is not required." "The conversion terms contained in the Certificate of Designation for the Series D Convertible Preferred Shares are subject to a contract between all of the holders of such shares and National Media Corporation (the "Company") dated August 10, 1998 (the "Agreement") which provides that the conversion price shall be $1.073125, subject to adjustment and termination under certain circumstances. Each person who acquires an interest in the shares represented by this Certificate takes subject to this modification and is required by the Agreement to have each certificate for Shares marked with this legend, and each such person may inspect the relevant portion of the Agreement at the office of the Company." 11.2 SERIES E STOCK. Each replacement certificate for Series E Stock now owned by each and every Member or any subsequent transferees, successors and assigns of each and every Member shall bear the following legends upon its face: "The shares of stock represented by this certificate are subject to the Agreement among the shareholders dated October __, 1998 (the "Agreement"). Among other things, the Agreement contains restrictions on the transfer of such shares. Any attempted transfer of such shares in violation of the Agreement will be null and void and of no effect." "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act") and may not be sold, offered for sale, pledged or hypothecated in the absence of (i) an effective registration statement as to the securities under the 1933 Act and an effective registration or qualification of such securities for sale under applicable state securities law; or (ii) an opinion of counsel satisfactory to the corporation that such registration and qualification is not required." 12. EFFECT OF CHANGE IN COMPANY'S CAPITAL STRUCTURE. If, at any time on or after the date of this Agreement, the number of outstanding shares of any class of NMC securities comprising the Investor Stock is increased by a stock split, stock dividend, combination, reclassification or other similar event or change in the capital structure of NMC, the Investor Stock shall be proportionately reduced, or if the number of such outstanding shares is decreased by a reverse stock split, combination or reclassification of shares, or other similar event or change in the capital structure of NMC, the Investor Stock shall be proportionately increased. 13. CREATION OF PROXY. Upon the execution of this Agreement, each Member hereby agrees to execute an irrevocable proxy in favor of Temporary Media Co., LLC, a Delaware limited liability company ("TMC"), in the form attached hereto as EXHIBIT A. 14. DISSOLUTION. The Members hereby agree to dissolve ACO in accordance with and pursuant to Section 18-801 of the Delaware Limited Liability Company Act. 15. INVESTMENT REPRESENTATION. Each and every Member hereby confirms, that the Investor Stock to be issued to the Member will be acquired for investment for the Member's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Member has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Member further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Investor Stock. 3 Further, each and every Member understands that ACO will rely on the representations contained in this Section 8 in connection with the distribution of the Investor Stock to its Members following ACO's dissolution. 16. MISCELLANEOUS. 16.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective transferees, successors and assigns of the parties hereto (including transferees of any shares of Investor Stock). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 16.2 NOTICES. All notices, requests, and other communications to any party under this Agreement shall be in writing and shall be given to such party at its address or facsimile number set forth on the signature pages hereof or such other address or telex or facsimile number as such party may hereafter specify for the purpose of notice to the other parties. Each such notice, request or other communication shall be effective: (a) if given by facsimile, when such facsimile is transmitted to the facsimile number, as applicable, specified in this Section and the party sending the facsimile has telephonically confirmed its receipt, (b) if given by registered or certified mail, return receipt requested, 72 hours after such communication is deposited in the mails with postage prepaid, addressed as aforesaid or (c) if given by any other means, when delivered at the address specified in this Section. 16.3 NO WAIVERS; RIGHTS AND REMEDIES CUMULATIVE. No failure or delay by any Holder in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 16.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made in, pursuant to or in connection with this Agreement shall survive the execution and delivery of this Agreement. 16.5 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 16.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF CALIFORNIA AND THE VALIDITY, CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) JURISDICTION AND VENUE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN LOS ANGELES COUNTY TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES HERETO HEREBY WAIVE ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SUBSECTION (b) AND STIPULATE THAT SUCH COURTS SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER EACH SUCH PARTY FOR THE PURPOSE OF LITIGATING ANY SUCH DISPUTE, CONTROVERSY, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE OF PROCESS SUFFICIENT FOR PERSONAL 4 JURISDICTION IN ANY ACTION AGAINST THE COMPANY MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS SPECIFIED FOR NOTICES PURSUANT TO SECTION 7.2. (c) WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT THEY MAY LEGALLY DO SO, THE PARTIES TO THIS AGREEMENT HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, THE PARTIES TO THIS AGREEMENT HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SUBSECTION (c) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY. 16.7 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement, and any party delivering an executed counterpart of the signature page to this Agreement by facsimile to any other party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other party, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. 16.8 EXPENSES. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 16.9 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of NMC and the Holders of a majority of the Investor Stock then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Investor Stock then outstanding, each future holder of all such Investor Stock, and NMC. 16.10 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 16.11 ENTIRE AGREEMENT. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 16.12 REMEDY FOR BREACH. NMC hereby acknowledges that in the event of any breach or threatened breach by any Member of any of the provisions of this Agreement, the Holder would have no adequate remedy at law and could suffer substantial and irreparable damage. Accordingly, NMC, each and every Member and ACO hereby agree that, in such event, the Holder shall be entitled, without the necessity of proving damages or posting bond, and notwithstanding any election by Holder to claim damages, to obtain temporary and/or permanent injunction, without proving a breach thereof, to restrain any such breach or threatened breach or to obtain specific 5 performance of any such provisions, all without prejudice to any and all other remedies which any Holder may have at law or in equity. IN WITNESS WHEREOF, this Agreement has been duly executed effective as of the date and year first above written. NMC: NATIONAL MEDIA CORPORATION, a Delaware corporation By ------------------------------------------ Name: Title: Address for Notices: 1835 Market Street 11 Penn Center, Suite 1100 Philadelphia, PA 19103 Telephone: (212) 581-2144 Facsimile: (212) 581-2433 TMC: TEMPORARY MEDIA, CO., LLC, a Delaware limited liability company By ------------------------------------------ Name: Title: Managing Member Address for Notices: c/o Quantum Television 15821 Ventura Blvd., Suite 570 Encino, CA 91436 Attn: Daniel M. Yukelson Telephone: (818) 461-6413 Facsimile: (818) 461-6530 6 MEMBERS: WILHELMINA NUEHRING ERIC R. WEISS CHARITABLE FAMILY TRUST REMAINDER TRUST By: By: --------------------------- ------------------------ Roberto Crawford Eric R. Weiss Address for Notices: Address for Notices: c/o Roberto Crawford c/o Eric R. Weiss 4775 Bradford Lane 245 Tranquillo Road Reno, NV 89509-0936 Pacific Palisades, CA 90272 Telephone: (702) 828-0333 Telephone: (310) 459-2488 Facsimile: (702) 827-6193 Facsimile: (310) 459-2489 - ------------------------------ ---------------------------- BRUCE GOODMAN JOHN KIRBY Address for Notices: Address for Notices: 2020 Walnut Street, #25J 10380 Wilshire Boulevard Philadelphia, PA 19103 Los Angeles, CA 90024 Telephone: (215) 567-5172 Telephone: (310) 788-2750 Facsimile: (818) 461-6533 Facsimile: (818) 461-6533 - ----------------------------- --------------------------- STEPHEN C. LEHMAN ERIC R. WEISS Address for Notices: Address for Notices: 25742 Simpson Place 245 Tranquillo Road Calabasas, CA 91302-3154 Pacific Palisades, CA 90272 Telephone: (818) 818-9642 Telephone: (310) 788-2750 Facsimile: (818) 818-9541 Facsimile: (818) 461-6533 7 - ----------------------------- --------------------------- DANIEL M. YUKELSON MARK CUBAN Address for Notices: Address for Notices: 148 South Wetherly Drive 2914 Taylor Street Beverly Hills, CA 90211 Dallas, TX 75226 Telephone: (310) 278-2905 Telephone: (214) 748-1125 Facsimile: (818) 461-6530 Facsimile: (214) 748-6657 - ----------------------------- --------------------------- TODD WAGNER DAVID SALZMAN, individually and as attorney-in-fact for Sonia Salzman Address for Notices: Address for Notices: 2914 Taylor Street 702 North Sierra Drive Dallas, TX 75226 Beverly Hills, CA 90210 Telephone: (214) 748-6660, ext. 2101 Telephone: (310) 858-7766 Facsimile: (214) 748-6557 Facsimile: (310) 858-7321 ESSANESS/NM PARTNERS TALISMAN CAPITAL OPPORTUNITY FUND LTD. By: By: --------------------------- ------------------------ Address for Notices: Address for Notices: 38045 Via Fortuna c/o Geoff Tierman Palm Springs, CA 92264 16101 La Grande Drive, Suite 100 Telephone: (760) 327-5677 Little Rock, AR 72211 Facsimile: (760) ___-____ Telephone: (501) 821-6800 Facsimile: (501) 821-6888 8 - ----------------------------- --------------------------- STEVEN HICKS D. GEOFF ARMSTRONG Address for Notices: Address for Notices: c/o Capstar Broadcasting Partners 4301 Michaels Cove 600 Congress Avenue, Suite 1400 Austin, TX 78746 Austin, TX 78701 Telephone: (512) 327-9301 Telephone: (512) 340-7800 Facsimile: (512) 327-9315 Facsimile: (512) 340-7890 JACOR COMMUNICATIONS, INC. GRUBER/MCBAINE INTERNATIONAL By: By: -------------------------- ------------------------ Address for Notices: Address for Notices: c/o Jerome Kersting c/o Gruber/McBaine Capital 50 East River Center Boulevard, 12th Floor Management Covington, KY 41011 attn: Christine Arroyo Telephone: (606) 655-2267 50 Osgood Place Facsimile: (606) 655-9345 San Francisco, CA 94133 Telephone: (415) 981-2101 Facsimile: (415) 981-6434 DOTCOM PARTNERS, LLC S/L TRILLING TRUST By: By: - ----------------------------- --------------------------- Stanley Trilling, individually and as attorney-in-fact for Linda Trilling Address for Notices: Address for Notices: c/o David J. Rosen 856 Stanford Street 2 North Riverside Plaza, 6th Floor Santa Monica, CA 90403 Chicago, IL 60606 Telephone: (310) 826-7143 Telephone: (312) 466-3490 Facsimile: (310) 315-9966 Facsimile: (312) 454-1671 9 ALEX BROWN NM PARTNERS, LLC By: -------------------------- Address for Notices: c/o Jeffery S. Amling One South Street, 25th Floor Baltimore, MD 21202 Telephone: (410) 895-4341 Facsimile: (410) 895-4481 HAMARAT/HELEN PARTNERS, LP By: -------------------------- Address for Notices: c/o Linda K. Walseth 5251 DTC Parkway, #995 Englewood, CO 80111 Telephone: (303) 770-3200 Facsimile: (303) 770-4666 LAGUNITAS PARTNERS, L.P. By: -------------------------- Address for Notices: c/o Gruber/McBaine Capital Management attn: Christine Arroyo 50 Osgood Place San Francisco, CA 94133 Telephone: (415) 981-2101 Facsimile: (415) 981-6434 10 - ----------------------------- --------------------------- ROBERT WILSON MARK ARMBRUSTER Address for Notices: Address for Notices: 10441 Oletha Lane 1411 Fermo Drive Los Angeles, CA 90077 Pacific Palisades, CA 90272 Telephone: (310) 441-9512 Telephone: (310) 459-5779 Facsimile: (310) Facsimile: (310) - ----------------------------- --------------------------- JEFFREY CRAIG LAMONT TIMOTHY KELLY Address for Notices: Address for Notices: 6400 Pacific Ave., #310 5456 Collingwood Circle Playa Del Rey, CA 90293 Calabasas, CA 91302 Telephone: (323) 850-5085 Telephone: (818) 880-6232 Facsimile: (323) 850-5385 Facsimile: (818) 880-6902 - ----------------------------- --------------------------- ROSS KUDWITT REBECCA KUDWITT Address for Notices: Address for Notices: 15 Compo Hill Avenue 15 Compo Hill Avenue Westport, CT 06880 Westport, CT 06880 Telephone: (203) 222-8830 Telephone: (203) 222-8830 Facsimile: (203) Facsimile: (203) 11 - ----------------------------- --------------------------- WILLIAM GERLACH CHARLES THORNSTROM Address for Notices: Address for Notices: 126 8th Street 1124 Amalfi Drive Seal Beach, CA 90740 Pacific Palisades, CA 90272 Telephone: (310) 788-2000 Telephone: (310) Facsimile: (310) 788-2191 Facsimile: (310) CASEY KASEM INC. RETIREMENT TRUST By ---------------------------- --------------------------- Casey Kasem FRANK BODENCHACK Address for Notices: Address for Notices: 138 North Mapleton Drive 1585 Broadway, 14th Floor Los Angeles, CA 90077 New York, NY 10036 Telephone: (310) 273-1550 Telephone: (212) Facsimile: (310) 247-8897 Facsimile: (212) 12 - ----------------------------- --------------------------- BENJAMIN L. HOMEL THOMAS P. OWENS Address for Notices: Address for Notices: 50 East Rivercenter Blvd., 12th floor 3525 Herschel View Cincinnati, OH 45243 Cincinnati, OH 45208 Telephone: Telephone: Facsimile: Facsimile: - ----------------------------- --------------------------- ROBERT L. LAWRENCE RICHARD RADUTZKY Address for Notices: Address for Notices: 4320 Willow Hills Lane c/o Joyva Corporation Cincinnati, OH 45243 53 Varick Avenue Telephone: Brooklyn, NY 11237 Facsimile: Telephone: Facsimile: - ----------------------------- --------------------------- BRIAN B. BOORSTEIN CHARLES WILLIAM COMPTON Address for Notices: Address for Notices: 1139 West Montana 328 North Courtney Drive Chicago, IL 60614 Connersville, IN 47331 Telephone: Telephone: Facsimile: Facsimile: 13 - ----------------------------- --------------------------- DAVID ROSEN HARRY RADUTZKY Address for Notices: Address for Notices: 1058 Skokie Ridge Drive c/o Joyva Corporation Glencoe, IL 60022 53 Varick Avenue Telephone: Brooklyn, NY 11237 Facsimile: Telephone: Facsimile: - ----------------------------- --------------------------- MILTON RADUTZKY JONATHAN LIEBER Address for Notices: Address for Notices: c/o Joyva Corporation 271 Hamilton Road 53 Varick Avenue Chappaqua, NY 10514 Brooklyn, NY 11237 Telephone: Telephone: Facsimile: Facsimile: LEONARD LOVENTHAL TRUST FIFTH THIRD BANK TR By By ----------------------------- --------------------------- Address for Notices: Address for Notices: 3150 North Lakeshore Drive, #20A 38 Fountain Square Plaza Chicago, IL 60657 M.D. #1090C4 Telephone: Cincinnati, OH 45263 Facsimile: Telephone: Facsimile: 14 EFFREY A. WELLECK REVOCABLE R. CHRISTOPHER WEBER/ TRUST U/A/D NANCY LEE MCGOWAN JTWROS By By ----------------------------- ------------------------- Jeffrey A. Welleck, Trustee R. Christopher Weber By ------------------------- Nancy Lee McGowan Address for Notices: Address for Notices: 1414 Sheridan Road 417 Sheffield Road Highland Park, IL 60035 Cincinnati, OH 45240 Telephone: Telephone: Facsimile: Facsimile: 15 HIRSCH LIVING TRUST U/T/D 10/30/90 THE LEHMAN FAMILY TRUST By By ----------------------------- ------------------------- Peter Hirsch, Trustee Jack Lehman, Trustee Address for Notices: Address for Notices: 466 17th Street 2265 Geronimo Way Santa Monica, CA 90402 Las Vegas, Nevada 89109 Telephone: Telephone: Facsimile: Facsimile: - ----------------------------- --------------------------- ROBERT MOORE KRAIG T. KITCHLIN Address for Notices: Address for Notices: 3475 Berry Dr. 4231 Hunt Club Lane Studio City, CA 91604-4155 Westlake Village, CA 91361 Telephone: Telephone: Facsimile: Facsimile: 16 - ----------------------------- --------------------------- ANDREW M. SCHOUN LINDA PARK Address for Notices: Address for Notices: 150 Columbus Ave., #23D 14954 Corona Del Mar New York, NY 10023 Pacific Palisades, CA 90272 Telephone: Telephone: Facsimile: Facsimile: - ----------------------------- --------------------------- DOUGLAS S. FRANKEL ROBBIE LEE Address for Notices: Address for Notices: 833 17th Street, #3 6840 District Blvd. Santa Monica, CA 90403 Bakersfield, CA 93313 Telephone: Telephone: Facsimile: Facsimile: 17 - ----------------------------- --------------------------- KENNY ELDRIDGE JEFFREY S. AMLING Address for Notices: Address for Notices: 11255 SW 93rd Court 207 Jamaica Lane Miami, FL 33176 Palm Beach, FL 33480 Telephone: Telephone: Facsimile: Facsimile: - ----------------------------- --------------------------- CHARLES CAREY DAVID JACOBS Address for Notices: Address for Notices: 70 Woodland Road 155 East 31st Street, Apt. 10K Maplewood, NJ 07040 New York, NY 10016 Telephone: Telephone: Facsimile: Facsimile: 18 - ----------------------------- --------------------------- SCOTT WIELER HOWARD LOEWENBERG Address for Notices: Address for Notices: 811 St. Georges Road 8523 Huntspring Drive Baltimore, MD 21210 Lutherville, MD 21093 Telephone: Telephone: Facsimile: Facsimile: - ----------------------------- --------------------------- DREW MARCUS DOUG MITCHELSON Address for Notices: Address for Notices: 47 Birchtree Lane 141 East 56th Street, Apt. 9H Greenwich, CT 06830 New York, NY 10019 Telephone: Telephone: Facsimile: Facsimile: 19 EX-99.F 3 EXHIBIT 99.F EXHIBIT F (Exhibit A to Shareholders Agreement) NATIONAL MEDIA CORPORATION IRREVOCABLE PROXY The undersigned hereby grants to Temporary Media Co., LLC, a Delaware limited liability company ("TMC"), an irrevocable proxy, with full power of substitution, to vote, or to execute and deliver written consents or otherwise act with respect to, all shares of capital stock (the "Stock") of National Media Corporation ("NMC") now owned or hereafter acquired by the undersigned as fully, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation in connection with the election of directors of NMC. The undersigned hereby affirms that this proxy is given as a condition of that certain Shareholders Agreement dated as of October 23, 1998, between the undersigned, NMC, TMC and others and as such is coupled with an interest and is irrevocable. This proxy shall expire at 5:00 p.m. Pacific Time on October 26, 1999. All proxies heretofore given are hereby revoked. Neither the death nor incapacity of the undersigned nor any transfer or assignment of any Stock shall cause a revocation of this proxy. THIS PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK. Dated this 23rd day of October, 1998. ------------------------------------ (Signature of Stockholder) -----END PRIVACY-ENHANCED MESSAGE-----