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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 18)
Under the Securities Exchange Act of 1934
SPELLING ENTERTAINMENT GROUP INC.
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
847807 10 4
(CUSIP Number)
Michael D. Fricklas, Esq.
Viacom Inc.
1515 Broadway
New York, New York 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 24, 1997
(Date of Event which Requires Filing of this Statement)
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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. 847807 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SEGI HOLDING COMPANY
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I.R.S. Identification No. 65-0418084
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
|_| (a)
--------------------------------------------------
|_| (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) WC
-------------------------
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Delaware
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- - --------------
Number of (7) Sole Voting Power
Shares --------------------
Beneficially (8) Shared Voting Power 73,678,350
Owned by --------------------
Each (9) Sole Dispositive Power
Reporting --------------------
Person With (10) Shared Dispositive Power 73,678,350
- - -------------- ------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
73,678,350
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
----------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Approximately 80.01%(including shares underlying currently
------------------------------------------------------------
exercisable warrants; Reporting Person beneficially owns
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approximately 79.7% excluding such shares underlying currently
------------------------------------------------------------
exercisable warrants).
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(14) Type of Reporting Person (See Instructions) CO
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Page 2 of 11
CUSIP No. 847807 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
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I.R.S. Identification No. 04-2949533
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
|_| (a)
--------------------------------------------------
|_| (b)
--------------------------------------------------
(3) SEC Use Only
--------------------------------------------------
(4) Sources of Funds (See Instructions) WC
-------------------------
(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 73,678,350
Owned by --------------------
Each (9) Sole Dispositive Power
Reporting --------------------
Person With (10) Shared Dispositive Power 73,678,350
- - -------------- ------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
73,678,350
------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Approximately 80.01%(including shares underlying currently
------------------------------------------------------------
exercisable warrants; Reporting Person beneficially owns
------------------------------------------------------------
approximately 79.7% excluding such shares underlying currently
------------------------------------------------------------
exercisable warrants).
------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
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Page 3 of 11
CUSIP No. 947807 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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S.S. No.
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(2) Check the Appropriate Box if a Member of Group (See
Instructions)
|_| (a)
--------------------------------------------------
|_| (b)
--------------------------------------------------
(3) SEC Use Only
--------------------------------------------------
(4) Sources of Funds (See Instructions) WC
-------------------------
(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 73,678,350
Owned by --------------------
Each (9) Sole Dispositive Power
Reporting --------------------
Person With (10) Shared Dispositive Power 73,678,350
- - -------------- ------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
73,678,350
------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
Approximately 80.01%(including shares underlying currently
------------------------------------------------------------
exercisable warrants; Reporting Person beneficially owns
------------------------------------------------------------
approximately 79.7% excluding such shares underlying currently
------------------------------------------------------------
exercisable warrants).
------------------------------------------------------------
(14) Type of Reporting Person (See Instructions) IN
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Page 4 of 11
This Amendment No. 18 amends the Statement on Schedule 13D filed with
the Securities and Exchange Commission on March 7, 1993 by Blockbuster
Entertainment Corporation ("BEC"), Blockbuster Pictures Holding
Corporation ("Holdings"), SEGI Holding Company ("SEGI") and
Repinvesco, Inc. ("REPI"), as amended (the "Statement"). This
Amendment No. 18 is filed with respect to the shares of common stock,
par value $.001 per share (the "Common Stock"), of Spelling
Entertainment Group Inc. (the "Issuer"), a Delaware corporation, with
its principal executive offices located at 5700 Wilshire Boulevard,
Los Angeles, California 90036. 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.
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Item 3 is hereby amended and supplemented as follows:
Purchases of Common Stock reported in this Amendment No. 18
were made using working capital of Viacom International Inc.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is amended and supplemented as follows:
(a) SEGI HOLDING COMPANY is currently the beneficial
owner, with shared dispositive and voting power,
of 73,678,350 shares, or approximately 80.01%,
of the issued and outstanding Common Stock of the
Issuer (based on the number of shares of Common
Stock that were reported by the Issuer to be issued
and outstanding as of August 11, 1997).*
(b) VIACOM INC. is currently the beneficial owner,
with shared dispositive and voting power, of
73,678,350 shares, or approximately 80.01%,
of the issued and outstanding Common Stock of the
Issuer (based on the number of shares of Common
Stock that were reported by the Issuer to be
issued and outstanding as of August 11, 1997).*
(c) MR. SUMNER M. REDSTONE is currently the
beneficial owner, with shared dispositive and
voting power, of 73,678,350 shares, or approximately
80.01%, of the issued and outstanding Common Stock
of the Issuer (based on the number of shares of Common
Stock that were reported by the Issuer to be issued and
outstanding as of August 11, 1997).*
* The Reporting Persons beneficially own approximately
79.7% of the issued and outstanding Common Stock of the Issuer
excluding the shares underlying the currently exercisable warrants.
Page 5 of 11
Transactions effected since the filing of Amendment No. 17 on October
17, 1997.
DATE NO. OF SHARES PRICE* WHEN AND HOW EXCUTED
-------- ------------- ------- -------------------
10/17/97 15,300 $8.8693 Bear, Stearns,
New York, New York
10/20/97 79,100 $8.9935 "
10/21/97 91,200 $9.0000 "
10/22/97 51,500 $8.9990 "
10/23/97 96,800 $8.9554 "
10/24/97 2,496,500 $9.0000 "
*Price indicated is weighted average price of each day's aggregated
purchases.
All of the above transactions were purchases.
Item 7. Material to be filed as Exhibits.
--------------------------------
99.1 Agreement among SEGI Holding Company, Viacom Inc. and
Sumner M. Redstone pursuant to Rule 13d-1(f)(1)(iii).
Page 6 of 11
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.
October 27, 1997 SEGI HOLDING COMPANY
By: \S\ Michael D. Fricklas
-------------------------
Name: Michael D. Fricklas
Title: Senior Vice President
Page 7 of 11
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.
October 27, 1997 VIACOM INC.
By: \S\ Michael D. Fricklas
--------------------------
Name: Michael D. Fricklas
Title: Senior Vice President,
Deputy General Counsel
Page 8 of 11
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.
October 27, 1997 By: *
--------------------
Sumner M. Redstone,
Individually
*By: \S\ Philippe P. Dauman
-----------------------------
Philippe P. Dauman
Attorney-in-Fact under the
Limited Power of Attorney
filed as Exhibit 99.2 to the
Statement, Amendment No. 11
Page 9 of 11
EXHIBIT INDEX
---------------
Exhibit No. Description
- - ------- ---------------
99.1 Agreement among SEGI Holding Company, Viacom Inc. and Sumner
M. Redstone pursuant to Rule 13d-1(f)(1)(iii).
Page 10 of 11
Exhibit 99.1
------------
Pursuant to Rule 13d-1(f)(1)(iii) of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, each
of the undersigned agrees that the statement to which this Exhibit is
attached is filed on its behalf.
October 27, 1997 SEGI HOLDING COMPANY
By: \S\ Michael D. Fricklas
-----------------------------
Name: Michael D. Fricklas
Title: Senior Vice President
VIACOM INC.
By: \S\ Michael D. Fricklas
---------------------------
Name: Michael D. Fricklas
Title: Senior Vice President,
Deputy General Counsel
By: *
--------------------
Sumner M. Redstone,
Individually
*By: \S\ Philippe P. Dauman
-----------------------------
Philippe P. Dauman
Attorney-in-Fact under the
Limited Power of Attorney
filed as Exhibit 99.2 to the
Statement, Amendment No. 11
Page 11 of 11