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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
093676 10 4
(CUSIP Number)
Philippe P. Dauman, Esq.
Viacom Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (617) 461-1600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Stephen R. Volk, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
January 7, 1994
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /.
CUSIP No. 093676 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
I.R.S. Identification No. 04-2949533
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) To be determined*
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 55,844,935**
Owned by
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 15,577,211**
With
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 55,844,935**
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
22.6%**
(14) Type of Reporting Person (See Instructions) CO
* See Item 3 below.
** See Item 5 below.
Page 2 of Pages
CUSIP No. 093676 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
S.S. No.
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) To be determined*
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
(6) Citizenship or Place of Organization United States
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 55,844,935**
Owned by
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 15,577,211**
With
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 55,844,935**
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
22.6%**
(14) Type of Reporting Person (See Instructions) IN
* See Item 3 below.
** See Item 5 below.
Page 3 of Pages
This Amendment No. 1 amends the Statement on Schedule
13D filed with the Securities and Exchange Commission on January
18, 1994 by Viacom Inc. and Sumner M. Redstone (the "Statement").
This Amendment No. 1 is filed with respect to the shares of
common stock, par value $.10 per share (the "Common Stock"), of
Blockbuster Entertainment Corporation (the "Issuer"), a Delaware
corporation, with its principal executive offices located at One
Blockbuster Plaza, Fort Lauderdale, Florida 33301. Capitalized
terms used but not defined herein have the meanings assigned to
such terms in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended and restated
in its entirety to read as follows:
"This Statement relates to (i) options granted to
Viacom by certain holders of shares of Common Stock (the "Group A
Stockholders") to purchase such shares from the Group A
Stockholders (the "Stock Options") and (ii) proxies granted to
Viacom by the Group A Stockholders and certain additional holders
of shares of Common Stock as described in Item 4 below (the
"Proxies").
The Stock Options entitle Viacom to purchase up to
15,577,211 shares of Common Stock (the "Option Shares") under the
circumstances specified in the Amended and Restated Stockholders
Stock Option Agreement dated as of January 7, 1994 among Viacom
and the Group A Stockholders (the "Stock Option Agreement"). The
Stock Option Agreement amends and restates in its entirety the
Stockholders Stock Option Agreement dated as of January 7, 1994
among Viacom and the Group A Stockholders. In the event that the
Stock Options become exercisable, Viacom will make an election as
to the source of the necessary funds. The Stock Option Agreement
is attached hereto as Exhibit 1.
The Proxies have been granted by the Group A
Stockholders in the Stock Option Agreement and by the Group B
Stockholders (as defined below) in the Amended and Restated Proxy
Agreement dated as of January 7, 1994 among Viacom and the Group B
Stockholders (the "Proxy Agreement"). The "Group B Stockholders"
consist of certain Group A Stockholders with respect to shares of
Common Stock held by them and not subject to the Stock Option
Agreement and certain additional holders of shares of Common
Stock. The Proxy Agreement amends and restates in its entirety
the Proxy Agreement dated as of January 7, 1994 among Viacom and
the Group B Stockholders. The Proxy Agreement is attached hereto
as Exhibit 2."
Page 4 of Pages
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by
amending and restating the first paragraph thereof in its
entirety to read as follows:
"As a result of the Stock Options and Proxies, Viacom
may be deemed to be the beneficial owner of 55,844,935 shares of
Common Stock (assuming exercise of each of the Stock Options),
which would represent approximately 22.6% of the Shares of Common
Stock outstanding."
Item 7. Material to Be Filed as Exhibits.
1. Amended and Restated Stockholders Stock Option Agreement.
2. Amended and Restated Proxy Agreement.
3. Limited Power of Attorney.
Page 5 of Pages
Signature
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this Statement is true, complete and correct.
February 28, 1994 VIACOM INC.
By /s/ Philippe P. Dauman
-----------------------------
Name: Philippe P. Dauman
Title: Senior Vice President,
General Counsel and
Secretary
Page 6 of Pages
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.
February 28, 1994
*
--------------------------------
Sumner M. Redstone, Individually
*By /s/ PHILIPPE P. DAUMAN
...................................
Philippe P. Dauman
Attorney-in-Fact
under the Limited Power of
Attorney filed as Exhibit 3
to Schedule 13D.
Page 7 of Pages
Exhibit Index
1. Amended and Restated Stockholders Stock Option
Agreement
2. Amended and Restated Proxy Agreement
3. Limited Power of Attorney
Page 8 of Pages
[CONFORMED COPY]
AMENDED AND RESTATED
STOCKHOLDERS STOCK OPTION AGREEMENT
AMENDED AND RESTATED STOCKHOLDERS STOCK OPTION AGREEMENT,
dated as of January 7, 1994, among VIACOM INC., a Delaware
corporation ("Viacom"), and each other person and entity listed on
the signature pages hereof (each, a "Stockholder").
WHEREAS, as of the date hereof each Stockholder owns
(either beneficially or of record) the number of shares of common
stock, par value $0.10 per share ("Blockbuster Common Stock"), of
Blockbuster Entertainment Corporation, a Delaware corporation
("Blockbuster"), set forth opposite such Stockholder's name on
Exhibit A hereto (all such shares and any shares hereafter acquired
by the Stockholders prior to the termination of this Agreement
being referred to herein as the "Shares");
WHEREAS, Viacom and Blockbuster propose to enter into an
Agreement and Plan of Merger, dated as of the date hereof (as the
same may be amended from time to time, the "Merger Agreement"),
which provides, upon the terms and subject to the conditions
thereof, for the merger of Blockbuster with and into Viacom (the
"Merger"); and
WHEREAS, as a condition to the willingness of Viacom to
enter into the Merger Agreement, Viacom has requested that each
Stockholder agree, and, in order to induce Viacom to enter into the
Merger Agreement, each Stockholder has agreed, severally and not
jointly, to grant Viacom options to purchase such Stockholder's
Shares;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements and covenants set forth herein and in the
Merger Agreement, the parties hereto agree as follows:
ARTICLE I
THE OPTIONS
SECTION 1.01. Grant of Options. Each Stockholder hereby
grants to Viacom an irrevocable option (each, an "Option") to
purchase such Stockholder's Shares at a price per Share equal to
$30.125 (the "Purchase Price"). Each Option shall expire if not
exercised prior to the close of business on the 120th day following
termination of the Merger Agreement. Each Option shall also expire
if the Merger Agreement is terminated pursuant to Section 8.01(c)
thereof.
SECTION 1.02. Exercise of Options. Provided that (a) to
the extent necessary, any applicable waiting periods (and any
extension thereof) under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976 and the rules and regulations promulgated
thereunder (the "HSR Act") with respect to the exercise of an
Option shall have expired or been terminated and (b) no preliminary
or permanent injunction or other order, decree or ruling issued by
any court or governmental or regulatory authority, domestic or
foreign, of competent jurisdiction prohibiting the exercise of an
Option or the delivery of Shares shall be in effect, Viacom may
exercise any or all of the Options at any time following
termination of the Merger Agreement (other than a termination
pursuant to Section 8.01(c) thereof) until the expiration of such
Options, provided that at the time of exercise of the Options there
exists a Competing Transaction (as defined in the Merger Agreement)
with respect to Blockbuster. In the event that Viacom wishes to
exercise an Option, Viacom shall give written notice (the date of
such notice being herein called the "Notice Date"), to the
Stockholder who granted such Option specifying a place and date
(not later than ten Business Days (as defined below) and not
earlier than three Business Days following the Notice Date) for
closing such purchase (the "Closing"). For the purposes of this
Agreement, the term "Business Day" shall mean a Saturday, a Sunday
or a day on which banks are not required or authorized by law or
executive order to be closed in the City of New York.
SECTION 1.03. Payment for and Delivery of Certificates.
At the Closing, (a) Viacom shall pay the aggregate Purchase Price
for the Shares being purchased from each Stockholder by wire
transfer in immediately available funds of the total amount of the
Purchase Price for such Shares to an account designated by such
Stockholder by written notice to Viacom, and (b) each Stockholder
whose Shares are being purchased shall deliver to Viacom a
certificate or certificates evidencing such Stockholder's Shares,
and such Stockholder agrees that such Shares shall be transfered
free and clear of all liens. All such certificates shall be duly
endorsed in blank, or with appropriate stock powers, duly executed
in blank, attached thereto, in proper form for transfer, with the
signature of such Stockholder thereon guaranteed, and with all
applicable taxes paid or provided for.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
THE STOCKHOLDERS
Each Stockholder, severally and not jointly, hereby
represents and warrants to Viacom as follows:
SECTION 2.01. Due Organization, etc. Such Stockholder
(if it is a corporation, partnership or other legal entity) is duly
organized and validly existing under the laws of the jurisdiction
of its incorporation or organization. Such Stockholder has full
power and authority (corporate or otherwise) to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by all necessary action (corporate or otherwise) on the
part of such Stockholder. This Agreement has been duly executed
and delivered by or on behalf of such Stockholder and, assuming its
due authorization, execution and delivery by Viacom, constitutes a
legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors' rights
generally and subject, as to enforceability, to the effect of
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 2.02. No Conflicts; Required Filings and
Consents. (a) The execution and delivery of this Agreement by
such Stockholder do not, and the performance of this Agreement by
such Stockholder will not, (i) conflict with or violate the
Certificate of Incorporation or By-Laws or similar organizational
document of such Stockholder (in the case of a Stockholder that is
a corporation, partnership or other legal entity), (ii) conflict
with or violate any law, rule, regulation, order, judgment or
decree applicable to such Stockholder or by which it or any of its
properties is bound or affected, or (iii) 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
property or assets of such Stockholder or (if such Stockholder
purports to be a corporation) any of its subsidiaries pursuant to,
any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to
which such Stockholder is a party or by which such Stockholder or
any of its properties is bound or affected, except for any such
breaches, defaults or other occurrences that would not cause or
create a material risk of non-performance or delayed performance by
such Stockholder of its obligations under this Agreement.
(b) The execution and delivery of this Agreement by such
Stockholder do not, and the performance of this Agreement by such
Stockholder will not, require any consent, approval, authorization
or permit of, or filing with or notification to, any governmental
or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder (the
"Exchange Act"), and the HSR Act and (ii) where the failure to
obtain such consents, approvals, authorizations or permits, or to
make such filings or notifications, would not prevent or delay the
performance by such Stockholder of its obligations under this
Agreement.
SECTION 2.03. Title to Shares. At the Closing such
Stockholder will deliver good and valid title to its Shares free
and clear of any pledge, lien, security interest, charge, claim,
equity, option, proxy, voting restriction, right of first refusal
or other limitation on disposition or encumbrance of any kind,
other than pursuant to this Agreement. Subject to Permitted Liens
(as defined below), which will be eliminated prior to or at the
Closing, such Stockholder has full right, power and authority to
sell, transfer and deliver its Shares pursuant to this Agreement.
Upon delivery of such Shares and payment of the Purchase Price
therefor as contemplated herein, Viacom will receive good and valid
title to such Shares, free and clear of any pledge, lien, security
interest, charge, claim, equity, option, proxy, voting restriction
or encumbrance of any kind.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF VIACOM
Viacom hereby represents and warrants to each Stockholder
as follows:
SECTION 3.01. Due Organization, etc. Viacom is a
corporation duly organized and validly existing under the laws of
the State of Delaware. Viacom has all necessary corporate power
and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby by Viacom have been duly authorized by all
necessary corporate action on the part of Viacom. This Agreement
has been duly executed and delivered by Viacom and, assuming its
due authorization, execution and delivery by each Stockholder,
constitutes a legal, valid and binding obligation of Viacom,
enforceable against Viacom in accordance with its terms.
SECTION 3.02. No Conflict; Required Filings and
Consents. (a) The execution and delivery of this Agreement by
Viacom do not, and the performance of this Agreement by Viacom will
not, (i) conflict with or violate the Certificate of Incorporation
or By-laws of Viacom, (ii) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to Viacom or by
which Viacom or any of its properties is bound or affected, or
(iii) 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 property or assets of Viacom
pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or
obligation to which Viacom is a party or by which it or any of its
properties is bound or affected, except for any such breaches,
defaults or other occurrences that would not cause or create a
material risk of non-performance or delayed performance by Viacom
of its obligations under this Agreement.
(b) The execution and delivery of this Agreement by
Viacom do not, and the performance of this Agreement by Viacom will
not, require any consent, approval, authorization or permit of, or
filing with or notification to, any governmental or regulatory
authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Exchange Act and the HSR Act and (ii)
where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or
notifications, would not prevent or delay the performance by Viacom
of its obligations under this Agreement.
SECTION 3.03. Investment Intent. The purchase of Shares
from any Stockholder pursuant to this Agreement is for the account
of Viacom for the purpose of investment and not with a view to or
for sale in connection with any distribution thereof within the
meaning of the Securities Act, and the rules and regulations
promulgated thereunder.
ARTICLE IV
TRANSFER AND VOTING OF SHARES
SECTION 4.01. Transfer of Shares. During the term of
the Options, and except as otherwise provided herein, each
Stockholder shall not (a) sell, pledge (other than Permitted Liens
(as defined below)) or otherwise dispose of any of its Shares, (b)
deposit its Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares or grant any
proxy with respect thereto or (c) enter into any contract, option
or other arrangement or undertaking with respect to the direct or
indirect acquisition or sale, assignment, transfer or other
disposition of any Blockbuster Common Stock (other than, in the
case of John J. Melk and Donald F. Flynn, the Amended and Restated
Proxy Agreement, dated as of January 7, 1994, among Viacom and each
other person and entity listed on the signature pages thereof).
Exercise of rights or remedies pursuant to bona fide pledges of
Shares to banks or other financial institutions ("Permitted Liens")
are not restricted by this Agreement; provided that in the case of
Permitted Liens granted after the date of this Agreement, such
Shares continue to be subject to the Options.
SECTION 4.02. Voting of Shares; Further Assurances. (a)
Each Stockholder, by this Agreement, with respect to those Shares
that it owns of record, does hereby constitute and appoint Viacom,
or any nominee of Viacom, with full power of substitution, during
and for the term of the Option granted by such Stockholder
hereunder (or, following termination of the Merger Agreement,
during such periods as the Options are exercisable), as its true
and lawful attorney and proxy, for and in its name, place and
stead, to vote each of such Shares as its proxy, at every annual,
special or adjourned meeting of the stockholders of Blockbuster
(including the right to sign its name (as stockholder) to any
consent, certificate or other document relating to Blockbuster that
the law of the State of Delaware may permit or require) (i) in
favor of the adoption of the Merger Agreement and approval of the
Merger and the other transactions contemplated by the Merger
Agreement, (ii) against any proposal for any recapitalization,
merger, sale of assets or other business combination between
Blockbuster and any person or entity (other than the Merger) or any
other action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or
agreement of Blockbuster under the Merger Agreement or which could
result in any of the conditions to Blockbuster's obligations under
the Merger Agreement not being fulfilled, and (iii) in favor of any
other matter relating to consummation of the transactions
contemplated by the Merger Agreement. Each Stockholder further
agrees to cause the Shares owned by it beneficially to be voted in
accordance with the foregoing. Each Stockholder acknowledges
receipt and review of a copy of the Merger Agreement.
(b) If Viacom shall exercise any Option in accordance
with the terms of this Agreement, and without additional
consideration, the Stockholder who granted such Option shall
execute and deliver further transfers, assignments, endorsements,
consents and other instruments as Viacom may reasonably request for
the purpose of effectively carrying out the transactions
contemplated by this Agreement and the Merger Agreement, including
the transfer of any and all of such Stockholder's Shares to Viacom
and the release of any and all liens, claims and encumbrances
covering such Shares.
(c) Each Stockholder shall perform such further acts and
execute such further documents and instruments as may reasonably be
required to vest in Viacom the power to carry out the provisions of
this Agreement.
ARTICLE V
GENERAL PROVISIONS
SECTION 5.01. 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 as of the date
delivered, mailed or transmitted, and shall be effective upon
receipt, if delivered personally, mailed by registered or certified
mail (postage prepaid, return receipt requested) to the parties at
the following addresses (or at such other address for a party as
shall be specified by like changes of address) or sent by
electronic transmission to the telecopier number specified below:
(a) If to Viacom:
Viacom Inc.
1515 Broadway
New York, New York 10036
Attention: Senior Vice President,
General Counsel and Secretary
Telecopier No.: 212-258-6134
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Attention: Stephen R. Volk, Esq.
Telecopier No.: (212) 848-7179
(b) If to a Stockholder, to the address set forth
below such Stockholder's name on the signature
pages hereof.
with a copy to:
Blockbuster Entertainment Corporation
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
Attention: Vice President, General
Counsel and Secretary
Telecopier No.: 305-832-3929
SECTION 5.02. Headings. The headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement.
SECTION 5.03. Severability. If any term or other
provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected
in any manner materially adverse to any party. 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 Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that
the transactions contemplated hereby are fulfilled to the extent
possible.
SECTION 5.04. Entire Agreement. This Agreement
constitutes the entire agreement of the parties and supersedes all
prior agreements and undertakings, both written and oral, between
the parties, or any of them, with respect to the subject matter
hereof.
SECTION 5.05. Assignment. This Agreement shall not be
assigned by operation of law or otherwise.
SECTION 5.06. Parties in Interest. This Agreement shall
be binding upon and inure solely to the benefit of each party
hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any person any right, benefit or
remedy of any nature whatsoever under or by reason of this
Agreement.
SECTION 5.07. Specific Performance. The parties hereto
agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at
law or in equity.
SECTION 5.08. Governing Law. Except to the extent that
Delaware Law is mandatorily applicable to the rights of the
stockholders of Blockbuster, this Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York
applicable to contracts executed and to be performed entirely
within that state.
SECTION 5.09. Counterparts. This Agreement may be
executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall
be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
VIACOM INC.
By /s/ Sumner M. Redstone
-----------------------------
Name: Sumner M. Redstone
Title: Chairman of the Board
/s/ H. Wayne Huizenga
-----------------------------
H. Wayne Huizenga
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Steven R. Berrard
-----------------------------
Steven R. Berrard
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ John J. Melk
-----------------------------
John J. Melk
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Donald F. Flynn
-----------------------------
Donald F. Flynn
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ G. Harry Huizenga
-----------------------------
G. Harry Huizenga
for G. Harry Huizenga
and Jean Huizenga
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
EXHIBIT A
List of Stockholders
Number of Shares of
Name of Stockholder Blockbuster Common Stock
H. Wayne Huizenga 10,905,885
Steven R. Berrard 4,970
John J. Melk 1,547,058
Donald F. Flynn 1,547,057
Harry and Jean Huizenga 1,572,241
[CONFORMED COPY]
AMENDED AND RESTATED PROXY AGREEMENT
AMENDED AND RESTATED PROXY AGREEMENT, dated as of January
7, 1994, among VIACOM INC., a Delaware corporation ("Viacom"), and
each other person and entity listed on the signature pages hereof
(each, a "Stockholder").
WHEREAS, as of the date hereof each Stockholder owns
(either beneficially or of record) the number of shares of common
stock, par value $0.10 per share ("Blockbuster Common Stock"), of
Blockbuster Entertainment Corporation, a Delaware corporation
("Blockbuster"), set forth opposite such Stockholder's name on
Exhibit A hereto (all such shares and any shares hereafter acquired
by the Stockholders prior to the termination of this Agreement
being referred to herein as the "Shares");
WHEREAS, Viacom and Blockbuster propose to enter into an
Agreement and Plan of Merger, dated as of the date hereof (as the
same may be amended from time to time, the "Merger Agreement"),
which provides, upon the terms and subject to the conditions
thereof, for the merger of Blockbuster with and into Viacom (the
"Merger"); and
WHEREAS, as a condition to the willingness of Viacom to
enter into the Merger Agreement, Viacom has requested that each
Stockholder agree, and, in order to induce Viacom to enter into the
Merger Agreement, each Stockholder has agreed, severally and not
jointly, to grant Viacom proxies to vote such Stockholder's Shares;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements and covenants set forth herein and in the
Merger Agreement, the parties hereto agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF
THE STOCKHOLDERS
Each Stockholder, severally and not jointly, hereby
represents and warrants to Viacom as follows:
SECTION 1.01. Due Organization, etc. Such Stockholder
(if it is a corporation, partnership or other legal entity) is duly
organized and validly existing under the laws of the jurisdiction
of its incorporation or organization. Such Stockholder has full
power and authority (corporate or otherwise) to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by all necessary action (corporate or otherwise) on the
part of such Stockholder. This Agreement has been duly executed
and delivered by or on behalf of such Stockholder and, assuming its
due authorization, execution and delivery by Viacom, constitutes a
legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors' rights
generally and subject, as to enforceability, to the effect of
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
SECTION 1.02. Title to Shares. Such Stockholder is the
record or beneficial owner of its Shares free and clear of any
proxy or voting restriction other than pursuant to this Agreement.
ARTICLE II
TRANSFER AND VOTING OF SHARES
SECTION 2.01. Transfer of Shares. During the Proxy Term
(as defined below), and except as otherwise provided herein, each
Stockholder shall not (a) sell, pledge (other than Permitted Liens
(as defined below)) or otherwise dispose of any of its Shares, (b)
deposit its Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Shares or grant any
proxy with respect thereto or (c) enter into any contract, option
or other arrangement or undertaking with respect to the direct or
indirect acquisition or sale, assignment, transfer or other
disposition of any Blockbuster Common Stock (other than, in the
case of John J. Melk and Donald F. Flynn, the Amended and Restated
Stockholders Stock Option Agreement, dated as of January 7, 1994,
among Viacom and each other person and entity listed on the
signature pages thereof). Exercise of rights or remedies pursuant
to bona fide pledges of Shares to banks or other financial
institutions ("Permitted Liens") are not restricted by this
Agreement. Viacom acknowledges that 575,000 of the Shares owned by
Dean L. Buntrock are subject to a pre-existing option and related
pledge agreement granted to an unrelated third party.
SECTION 2.02. Voting of Shares; Further Assurances. (a)
Each Stockholder, by this Agreement, with respect to those Shares
that it owns of record, does hereby constitute and appoint Viacom,
or any nominee of Viacom, with full power of substitution, during
and for the Proxy Term, as its true and lawful attorney and proxy,
for and in its name, place and stead, to vote each of such Shares
as its proxy, at every annual, special or adjourned meeting of the
stockholders of Blockbuster (including the right to sign its name
(as stockholder) to any consent, certificate or other document
relating to Blockbuster that the law of the State of Delaware may
permit or require) (i) in favor of the adoption of the Merger
Agreement and approval of the Merger and the other transactions
contemplated by the Merger Agreement, (ii) against any proposal for
any recapitalization, merger, sale of assets or other business
combination between Blockbuster and any person or entity (other
than the Merger) or any other action or agreement that would result
in a breach of any covenant, representation or warranty or any
other obligation or agreement of Blockbuster under the Merger
Agreement or which could result in any of the conditions to
Blockbuster's obligations under the Merger Agreement not being
fulfilled, and (iii) in favor of any other matter relating to
consummation of the transactions contemplated by the Merger
Agreement. Each Stockholder further agrees to cause the Shares
owned by it beneficially to be voted in accordance with the
foregoing.
(b) For the purposes of this Agreement, "Proxy Term"
shall mean the period from the execution of this Agreement until
the termination of the Merger Agreement, and following termination
of the Merger Agreement (other than a termination pursuant to
Section 8.01(c) thereof), during such time as a Competing
Transaction (as defined in the Merger Agreement) exists with
respect to Blockbuster; provided that in no event shall the Proxy
Term extend beyond the close of business on the 120th day following
termination of the Merger Agreement.
(c) Each Stockholder shall perform such further acts and
execute such further documents and instruments as may reasonably be
required to vest in Viacom the power to carry out the provisions of
this Agreement.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Severability. If any term or other
provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected
in any manner materially adverse to any party. 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 Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that
the transactions contemplated hereby are fulfilled to the extent
possible.
SECTION 3.02. Entire Agreement. This Agreement
constitutes the entire agreement of the parties and supersedes all
prior agreements and undertakings, both written and oral, between
the parties, or any of them, with respect to the subject matter
hereof.
SECTION 3.03. Assignment. This Agreement shall not be
assigned by operation of law or otherwise.
SECTION 3.04. Parties in Interest. This Agreement shall
be binding upon and inure solely to the benefit of each party
hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any person any right, benefit or
remedy of any nature whatsoever under or by reason of this
Agreement.
SECTION 3.05. Specific Performance. The parties hereto
agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at
law or in equity.
SECTION 3.06. Governing Law. Except to the extent that
Delaware Law is mandatorily applicable to the rights of the
stockholders of Blockbuster, this Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York
applicable to contracts executed and to be performed entirely
within that state.
SECTION 3.07. Counterparts. This Agreement may be
executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall
be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
VIACOM INC.
By /s/ Sumner M. Redstone
-------------------------
Name: Sumner M. Redstone
Title: Chairman of the
Board
PHILIPS ELECTRONICS N.V.
By /s/ D.G. Eustace
-------------------------
Name: D.G. Eustace
Title: Executive Vice
President
Groenewoudseweg 1
5621 BA
Eindhoven, The Netherlands
WESTBURY (BERMUDA) LTD.
By /s/ James Watt
-------------------------
Name: James Watt
Title: Vice President
Victoria Hall
11 Victoria Street
P.O. Box HM 1065
Hamilton HM EX
Bermuda
/s/ John J. Melk
-------------------------
John J. Melk
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Donald F. Flynn
-------------------------
Donald F. Flynn
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ George D. Johnson, Jr.
--------------------------
George D. Johnson, Jr.
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Scott A. Beck
--------------------------
Scott A. Beck
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Harris W. Hudson
--------------------------
Harris W. Hudson
529 Bontana Avenue
Fort Lauderdale, FL 33301
/s/ Bonnie J. Hudson
--------------------------
Bonnie J. Hudson
529 Bontana Avenue
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
---------------------------
Peter Huizenga Trustee,
Peter H. Huizenga Sr.
Testamentary Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
---------------------------
Peter Huizenga
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
---------------------------
Peter Huizenga Trustee,
Elizabeth I. Huizenga Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
---------------------------
Peter Huizenga Trustee,
Betsy Huizenga Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
---------------------------
Peter Huizenga Trustee,
Greta Huizenga Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Heidi Huizenga
---------------------------
Heidi Huizenga Trustee,
Peter Huizenga Jr. Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Heidi Huizenga
---------------------------
Heidi Huizenga Trustee,
Timothy Huizenga Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Dean L. Buntrock
---------------------------
Dean L. Buntrock
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Rosemarie Buntrock
---------------------------
Rosemarie Buntrock
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Rosemarie Buntrock
---------------------------
Rosemarie Buntrock Trustee,
Buntrock Family Video Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
EXHIBIT A
List of Stockholders
Number of Shares of
Name of Stockholder Blockbuster Common Stock
Philips Electronics N.V. 17,245,211
Westbury (Bermuda) Inc. 1,400,000
John J. Melk 5,217,196
Donald F. Flynn 4,398,119
George D. Johnson, Jr. 2,827,465
Scott A. Beck 3,290,819
Harris W. Hudson and
Bonnie J. Hudson 821,388
Peter Huizenga, as trustee
for Peter H. Huizenga
Sr. Testamentary Trust 1,771,296
Peter Huizenga 431,390
Peter Huizenga, as trustee
for Elizabeth I. Huizenga Trust 50,000
Peter Huizenga, as trustee
for Betsy Huizenga Trust 20,800
Peter Huizenga, as trustee
for Greta Huizenga Trust 20,800
Heidi Huizenga, as trustee
for Peter Huizenga Jr. Trust 20,800
Heidi Huizenga, as trustee
for Timothy Huizenga Trust 20,800
Dean L. Buntrock 1,993,984
Rosemarie Buntrock 382,150
Rosemarie Buntrock, as
trustee for Buntrock
Family Video Trust 355,506
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Philippe P. Dauman
his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all Statements on
Schedule 13D filed under the Securities Exchange Act of 1934, as
amended, and any and all amendments to such Statements on Schedule
13D, with respect to the Common Stock, par value $.10 per share, of
Blockbuster Entertainment Corporation, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as he might or could in person,
hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this
Limited Power of Attorney to be executed as of the 7th day of
January, 1994.
/s/ Sumner M. Redstone
------------------------
Sumner M. Redstone