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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 20)
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, NY 10036
Telephone: (212) 258-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 19, 1999
(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 |_|.
Page 1 of 11
CUSIP No. 847807 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INTERNATIONAL INC.
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I.R.S. Identification No. 13-3844753
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
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|_| (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
---------------------------------
- - --------------
Number of (7) Sole Voting Power
Shares ------------------------------
Beneficially (8) Shared Voting Power 75,041,881
Owned by ------------------------------
Each (9) Sole Dispositive Power
Reporting ------------------------------
Person With (10) Shared Dispositive Power 75,041,881
- -------------- ------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
75,041,881
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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 80.72%
(14) Type of Reporting Person (See Instructions) CO
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)
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|_| (b)
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(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 75,041,881
Owned by ------------------------------
Each (9) Sole Dispositive Power
Reporting ------------------------------
Person With (10) Shared Dispositive Power 75,041,881
- -------------- ------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
75,041,881
-------------------------------------------------------------------------
(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 80.72%
(14) Type of Reporting Person (See Instructions) CO
Page 3 of 11
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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I.R.S. Identification 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 75,041,881
Owned by ------------------------------
Each (9) Sole Dispositive Power
Reporting ------------------------------
Person With (10) Shared Dispositive Power 75,041,881
- -------------- ------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
75,041,881
-------------------------------------------------------------------------
(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 80.72%
(14) Type of Reporting Person (See Instructions) IN
Page 4 of 11
This Amendment No. 20 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
("Blockbuster"), SEGI Holding Company ("Holding") and Repinvesco, Inc. ("REPI"),
as amended (the "Statement"). This Amendment No. 20 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.
Item 3 is hereby amended and supplemented as follows:
The potential purchases of Common Stock reported in this Amendment No.
20 and described in Item 4 would be made using working capital of Viacom
International Inc.
Item 4 Purpose of Transaction.
On March 19, 1999, Viacom Inc. ("Viacom") delivered to the Board of
Directors of the Issuer (the "Board") a letter dated March 19, 1999 (the
"Proposal Letter") in which Viacom offered to acquire through a cash merger
transaction (the "Proposed Transaction") all the issued and outstanding shares
of Common Stock not currently owned by Viacom and its subsidiaries for a
purchase price of $9.00 per share. Viacom anticipates that upon completion of
the Proposed Transaction, Viacom will seek to cause the Common Stock to be
delisted from trading on the New York Stock Exchange and to cause the
termination of registration of the Common Stock pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Act"). The Proposal Letter is
attached hereto as Exhibit 99.3 and is incorporated herein by reference in its
entirety.
On March 19, 1999, Viacom issued a press release relating to the events
described above. Such press release is attached hereto as Exhibit 99.4 and is
incorporated herein by reference in its entirety.
Page 5 of 11
Item 5. Interest in Securities of the Issue
Item 5 is amended and supplemented as follows:
(a) VIACOM INTERNATIONAL INC. is currently the beneficial owner,
with shared dispositive and voting power, of 75,041,881
shares, or approximately 80.72% of the issued and outstanding
Common Stock of the Issuer. Viacom International Inc.
("International") became the beneficial owner of such shares
on March 31, 1998 pursuant to the merger of Holding with and
into its parent, Blockbuster, and the subsequent merger of
Blockbuster with and into its parent, International, and
certain private purchases.
(b) VIACOM INC. is currently the beneficial owner, with shared
dispositive and voting power, of 75,041,881 shares, or
approximately 80.72% of the issued and outstanding Common
Stock of the Issuer.
(c) MR. SUMNER M. REDSTONE is currently the beneficial owner, with
shared dispositive and voting power, of 75,041,881 shares, or
approximately 80.72% of the issued and outstanding Common
Stock of the Issuer.
Page 6 of 11
Item 7. Material to be filed as Exhibits.
99.1 Agreement among Viacom International Inc., Viacom Inc. and
Sumner M. Redstone pursuant to Rule 13d-1(f)(1)(iii).
99.3 Proposal Letter, dated March 19, 1999, from Viacom to the
Board of the Issuer.
99.4 Press Release issued by Viacom on March 19, 1999.
Page 7 of 11
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.
March 19, 1999 VIACOM INTERNATIONAL INC.
By: /s/ Michael D. Fricklas
------------------------------
Name: Michael D. Fricklas
Title: Senior Vice President
Page 8 of 11
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.
March 19, 1999 VIACOM INC.
By: /s/ Michael D. Fricklas
------------------------------
Name: Michael D. Fricklas
Title: Senior Vice President,
General Counsel
Page 9 of 11
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.
March 19, 1999 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 10 of 11
EXHIBIT INDEX
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Exhibit No. Description
- - ----------- -----------
99.1 Agreement among Viacom International Inc., Viacom Inc. and
Sumner M. Redstone pursuant to Rule 13d-1(f)(1)(iii).
99.3 Proposal Letter, dated March 19, 1999, from Viacom to the
Board of the Issuer.
99.4 Press Release issued by Viacom on March 19, 1999.
Page 11 of 11
Exhibit 99.1
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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.
March 19, 1999 VIACOM INTERNATIONAL INC.
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,
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
Exhibit 99.3
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VIACOM
1515 Broadway
New York, NY 10036
Sumner M. Redstone
Chairman of the Board and
Chief Executive Officer
March 19, 1999
Board of Directors
Spelling Entertainment Group Inc.
5700 Wilshire Boulevard
Suite 575
Los Angeles, CA 90036
Gentlemen:
Viacom Inc. ("Parent") is pleased to offer to acquire the equity
interest represented by all of the outstanding common stock, par value $.001 per
share, of Spelling Entertainment Group Inc. (the "Company") not currently owned
by Parent (the "Shares"). The principal terms of our offer are as follows:
1. Parent would acquire the Shares in a merger transaction
pursuant to which the Company would merge with a wholly-owned
subsidiary of Parent and each holder of a Share would receive
cash in the amount of $9.00 per Share. All employee stock
options would be accelerated upon closing of the merger and be
redeemed for the difference between the exercise price and the
merger consideration.
2. Consummation of the merger would be subject to approval of the
independent directors of the Company, as described below, as
well as approval by the Board of Directors of the Company and
such other terms and conditions as are customary for a
transaction of this type. A proposed draft of a merger
agreement is enclosed with this letter.
We assume that the two independent directors of the Company, Mr. John
L. Muething and Mr. William M. Haber, will constitute a special committee to
consider our offer and that such special committee will retain its own financial
and legal advisors to assist in its deliberations and negotiation of the merger
agreement.
2
We believe that our offer is fair to, and in the best interests of, the
Company and its public stockholders. The proposed acquisition price is
equivalent to a 33% premium over the price of the Shares on the New York Stock
Exchange at the close of business on March 18, 1999.
In considering our proposal, you should be aware that we are interested
only in acquiring the publicly held shares at this time, and are not interested
in selling our interest in the Company.
We believe that this is an opportunity to make the Company an even more
important part of the Parent family. The transaction will allow us to maintain
and enhance the Spelling Television and Big Ticket organizations as a part of
our Entertainment Group with Mr. Aaron Spelling becoming the Chairman of the
Company after the merger. Although certain employees may be adversely affected
by the integration of certain staff, sales and back-office functions, we have an
excellent track record in treating employees in that situation fairly and will
do our best to find job opportunities for them within the Viacom organization.
We understand the importance of maintaining the Spelling organization through
the transition and will work diligently with you to do so.
We hope you will give this proposal your prompt attention. We are
available to meet with you to discuss this proposal at your convenience.
Very truly yours,
/s/ Sumner M. Redstone
Enclosure
Exhibit 99.4
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VIACOM OFFERS TO PURCHASE FULL OWNERSHIP OF
SPELLING ENTERTAINMENT
Will operate Spelling under the umbrella of the Viacom Entertainment Group
New York, NY, March 19, 1999 -- Viacom Inc. (Amex: VIA and VIAB) announced today
that it has offered to purchase the remaining shares of Spelling Entertainment
Group Inc. (NYSE, PE: SP) that it doesn't already own for $9 in cash per share
in a merger transaction. Viacom currently holds 80% of Spelling's common stock.
The proposal, approved by Viacom's board of directors, is contingent on approval
of Spelling's independent directors. Viacom anticipates that Spelling will form
a special committee of independent directors to evaluate the Viacom proposal and
that the special committee will retain separate financial and legal advisors.
Viacom intends to operate Spelling and its Big Ticket Television unit under the
umbrella of the Viacom Entertainment Group, consolidating certain sales and
back-office functions with those of its Paramount Television Group.
Sumner Redstone, Chairman and CEO of Viacom, said, "Having completed a strategic
refocusing on its core television business, Spelling is a perfect fit with
Viacom's entertainment businesses. Under legendary producer Aaron Spelling's
leadership, the company had produced some of television's most enduring hit
shows. Now, by fully integrating Spelling into the Viacom family, with the
efficiencies and economies of scale we can bring to bear, both Spelling's and
Paramount's operations will be greatly enhanced. Together with Paramount
Television Group, Viacom's television operations will now have nearly 50 hours
per week on the air -- an outstanding portfolio of television product."
Spelling Entertainment Group Inc. is a leading producer and distributor of
television and film entertainment. The Company is one of the largest producers
of television programming, controlling approximately 10,000 hours of programming
for worldwide distribution.
Viacom Inc. is one of the world's largest entertainment companies and is a
leading force in nearly every segment of the international media marketplace.
The operations of Viacom include Blockbuster, MTV Networks, Paramount Pictures,
Paramount Television, Paramount Parks, Showtime Networks, Simon & Schuster, 19
television stations, and movie screens in 12 countries. In addition to its 80
percent ownership of Spelling Entertainment Group, Viacom has half-interests in
Comedy Central, UPN and UCI. National Amusements, Inc., a closely held
corporation which operates approximately 1,300 screens in the U.S., the U.K. and
South America, is the parent company of Viacom. More information about Viacom is
available at the Company's Web site located at http://www.viacom.com.
Contacts:
Carl Folta
212-258-6352
Susan Duffy
212-258-6347