EXHIBIT 99
[JS COMMUNICATIONS(TM) LOGO]
[NATIONAL LAMPOON(R) LOGO]
PRESS RELEASE
AGREEMENT CONTEMPLATING
CHANGE IN CONTROL
OF J2 COMMUNICATIONS TERMINATED
LOS ANGELES, CALIFORNIA...NOVEMBER 19, 2001.
THE LETTER AGREEMENT, DATED MARCH 5, 2001, AMONG J2 COMMUNICATIONS
(NASDAQ: JTWO), XXXXX X. XXXXXXX, XXXXXX X. XXXXXX AND XXXX XXXXXX, WHICH LETTER
AGREEMENT, WITHOUT LIMITATION, PROVIDED MESSRS. XXXXXX AND SKJODT AN OPTION TO
PURCHASE XX. XXXXXXX'X INTEREST IN THE COMPANY AND CERTAIN OTHER SHARES OF
COMMON STOCK OF THE COMPANY, WAS TERMINATED TODAY BY THE COMPANY IN ACCORDANCE
WITH ITS TERMS. THE TRANSACTIONS CONTEMPLATED BY THE LETTER AGREEMENT, IF
CONSUMMATED, WOULD HAVE RESULTED IN A CHANGE IN CONTROL OF THE COMPANY.
PURSUANT TO THEIR SURVIVING OBLIGATIONS UNDER THE LETTER AGREEMENT,
MESSRS. XXXXXX AND XXXXXX AND CERTAIN OTHERS HAVE AGREED, AMONG OTHER THINGS, TO
A TEN-YEAR STANDSTILL AND VOTING AGREEMENT DURING WHICH PERIOD THEY HAVE AGREED,
WITHOUT LIMITATION, TO VOTE WITH THE INCUMBENT BOARD AND NOT TO ATTEMPT TO
INFLUENCE THE MANAGEMENT OF THE COMPANY. PURSUANT TO ITS SURVIVING OBLIGATIONS
UNDER THE LETTER AGREEMENT, THE COMPANY INTENDS TO USE ITS REASONABLE BEST
EFFORTS TO SOLICIT ONE OR MORE ALTERNATIVE ACQUISITION TRANSACTIONS INTENDED TO
MAXIMIZE SHAREHOLDER VALUE. HOWEVER, THERE CAN BE NO ASSURANCE THAT ANY SUCH
TRANSACTION WILL BE CONSUMMATED.
NOTWITHSTANDING THE FOREGOING, MESSRS. XXXXXX AND XXXXXX HAVE FILED A
LAWSUIT IN LOS ANGELES SUPERIOR COURT SEEKING, AMONG OTHER THINGS, TO HAVE THE
LETTER AGREEMENT RESCINDED AND ITS SURVIVING PROVISIONS ANNULLED, AND DAMAGES.
THE COMPANY BELIEVES THAT THE LAWSUIT IS FRIVOLOUS AND WITHOUT MERIT, AND
INTENDS TO DEFEND IT VIGOROUSLY. IN ADDITION, THE COMPANY INTENDS TO ASSERT
AFFIRMATIVE CLAIMS AGAINST MESSRS. XXXXXX AND XXXXXX, INCLUDING, WITHOUT
LIMITATION, CLAIMS BASED ON THE VIOLATION BY MESSRS. XXXXXX AND SKJODT OF THE
FEDERAL SECURITIES LAWS.
THE COMPANY HAS BEEN INFORMED BY NASDAQ THAT IT MAY BE SUBJECT TO THE
COMMENCEMENT OF A SMALLCAP MARKET DE-LISTING PROCEDURE, WHICH PROCESS IS SUBJECT
TO APPEAL BY THE COMPANY, IN THE EVENT THAT THE COMPANY DOES NOT HOLD ITS NEXT
ANNUAL MEETING OF SHAREHOLDERS BY THE END OF 2001. IF THE COMPANY IS DE-LISTED
FROM THE NASDAQ SMALLCAP MARKET, IT MAY STILL BE ELIGIBLE FOR TRADING ON THE
NASDAQ BULLETIN BOARD. THE COMPANY HAS HERETOFORE POSTPONED ITS ANNUAL MEETING
PENDING CONSUMMATION OR TERMINATION OF THE TRANSACTIONS CONTEMPLATED BY THE
LETTER AGREEMENT. THE COMPANY UNSUCCESSFULLY ATTEMPTED TO NEGOTIATE WITH MESSRS.
XXXXXX AND XXXXXX THE TERMS PURSUANT TO WHICH THE MEETING WOULD BE HELD BY THE
END OF 2001. THE COMPANY IS CONTINUING ITS DIALOGUE WITH NASDAQ, AND MAY
CONTINUE TO POSTPONE THE MEETING PENDING THE RESOLUTION OF THE ISSUES ARISING
OUT OF THE TERMINATION OF THE LETTER AGREEMENT, INCLUDING, WITHOUT LIMITATION,
THE LAWSUIT REFERRED TO ABOVE.
IN CONNECTION WITH THE TERMINATION OF THE LETTER AGREEMENT, THE COMPANY
WILL AMEND ITS RIGHTS AGREEMENT TO REVERSE THE PRIOR AMENDMENT TO THE RIGHTS
AGREEMENT MADE IN CONTEMPLATION OF THE TRANSACTIONS PROVIDED FOR BY THE LETTER
AGREEMENT. THE COMPANY'S BOARD HAS ALSO DIRECTED ITS MANAGEMENT TO INVESTIGATE
WHETHER THE RIGHTS AGREEMENT HAS BEEN TRIGGERED BY THE ACTIONS OF MESSRS. LAIKIN
AND SKJODT AND THEIR AFFILIATES OR ANY OTHER SHAREHOLDERS OF THE COMPANY.
IN ANNOUNCING THE TERMINATION, XXXXX X. XXXXXXX, CHAIRMAN AND CEO OF THE
COMPANY SAID, "THE NEGOTIATIONS TO PUT THIS ARRANGEMENT TOGETHER HAVE TAKEN OVER
A YEAR, AND HAVE KEPT THE COMPANY IN A STATE OF SUSPENDED ANIMATION. NOW THAT
THE ARRANGEMENT HAS BEEN TERMINATED WE WILL MOVE BACK INTO HIGH GEAR. WE WILL BE
ANNOUNCING OVER THE COMING WEEKS SEVERAL NEW DEALS IN THE AREAS OF MOVIES, TV,
AND BOOKS." XX. XXXXXXX ALSO STATED THE COMPANY IS IN DISCUSSIONS TO ARRANGE
ADDITIONAL
FINANCING TO ADDRESS THE COMPANY'S SHORT TERM WORKING CAPITAL NEEDS.
ABOUT J2 COMMUNICATIONS
J2 COMMUNICATIONS (NASDAQ: JTWO), WHICH OWNS NATIONAL LAMPOON, ONE OF
THE LEADING BRANDS IN COMEDY, IS AN INTERNET-BASED, INTERACTIVE ENTERTAINMENT
COMPANY. XXXXXXXXXXXXXXX.XXX, ITS NEWEST COMEDY CREATION, EMPLOYS CUTTING-EDGE
TECHNOLOGY TO DELIVER ITS OWN BRAND OF BITING HUMOR ON A HIGHLY INTERACTIVE
COMEDY NETWORK CREATED FOR THE INTERNET. SHOWCASING HILARIOUS NEW CHARACTERS AND
FEATURES, THE SITE DEBUTED IN 1999. THE COMPANY ALSO SELLS ADVERTISING AND
MERCHANDISE ON THE SITE.
NATIONAL LAMPOON IS ALSO ACTIVE IN A BROAD ARRAY OF ENTERTAINMENT
ACTIVITIES, INCLUDING FEATURE FILMS, TELEVISION PROGRAMMING, INTERACTIVE
ENTERTAINMENT, HOME VIDEO, COMEDY AUDIO CD'S AND BOOK PUBLISHING.
FOR MORE INFORMATION CONTACT: XXXXX X. XXXXXXX 310/474-5252
FORWARD-LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WHICH ARE BASED
ON THE COMPANY'S CURRENT EXPECTATIONS, FORECASTS AND ASSUMPTIONS. IN SOME CASES
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY FORWARD-LOOKING WORDS LIKE
"INTEND," "HOPE," "WILL," "MAY," "SHOULD," "EXPECT," "ANTICIPATE," "BELIEVE,"
"ESTIMATE," "PREDICT," "CONTINUE," OR SIMILAR WORDS. FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL OUTCOMES AND RESULTS TO
DIFFER MATERIALLY FROM THE COMPANY'S EXPECTATIONS, FORECASTS AND ASSUMPTIONS.
THESE RISKS AND UNCERTAINTIES INCLUDE THE OUTCOME OF ANY ISSUES ARISING OUT OF
THE TERMINATION OF THE LETTER AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE
OUTCOME OF ANY RESULTING LITIGATION OR ADMINISTRATIVE PROCEEDING, THE CURRENT
ECONOMIC CLIMATE IN THE UNITED STATES AND THE CURRENT FISCAL STATE OF THE
COMPANY WHICH MAY EACH EFFECT THE
COMPANY'S ABILITY TO SOLICIT POTENTIAL ACCEPTABLE ACQUISITION TRANSACTIONS, AND
OTHER RISKS AND UNCERTAINTIES, INCLUDING THOSE ENUMERATED AND DESCRIBED IN THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH FILINGS ARE
AVAILABLE ON THE SEC'S WEBSITE AT XXX.XXX. THE COMPANY DISCLAIMS ANY INTENTION
OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A
RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE.