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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 21)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 22)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PARAMOUNT COMMUNICATIONS INC.
(Name of Subject Company)
VIACOM INC.
NATIONAL AMUSEMENTS, INC.
SUMNER M. REDSTONE
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Bidder)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
699216 10 7
(CUSIP Number of Class of Securities)
PHILIPPE P. DAUMAN, 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 on Behalf of Bidder)
COPIES TO:
STEPHEN R. VOLK, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TEL.: (212) 848-4000
ROGER S. AARON, ESQ.
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TEL.: (212) 735-3000
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Page 1 of Pages
Exhibit Index on Page
This Amendment No. 21 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 22 to Schedule 13D (the
"Statement") relates to the offer by Viacom Inc., a Delaware
corporation ("Purchaser"), to purchase shares of Common Stock,
par value $1.00 per share (the "Shares"), of Paramount
Communications Inc., a Delaware corporation (the "Company"), at a
price of $105 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in Purchaser's
Offer to Purchase dated October 25, 1993 (the "Offer to
Purchase"), a copy of which was attached as Exhibit (a)(1) to
Amendment No. 1, filed with the Securities and Exchange
Commission (the "Commission") on October 26, 1993, to the Tender
Offer Statement on Schedule 14D-1 filed with the Commission on
October 25, 1993 (the "Schedule 14D-1"), as supplemented by
the Supplement thereto dated November 8, 1993 (the "First
Supplement") and the Second Supplement thereto dated January 7,
1994 (the "Second Supplement") and in the related Letters of
Transmittal.
Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Offer to Purchase, the
First Supplement, the Second Supplement and the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
WITH THE SUBJECT COMPANY:
Item 3(b) is hereby amended and supplemented as
follows:
On January 7, 1994, Purchaser delivered to the Company a letter
regarding the revised terms of the Offer. A copy of such letter is filed
as Exhibit (a)(48) to the Schedule 14D-1 and is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented as
follows:
On January 9, 1994, Purchaser issued a press release regarding
the revised terms of the Offer. A copy of such letter is filed as Exhibit
(a)(49) to the Schedule 14D-1 and is incorporated herein by reference.
Filed as Exhibit (c)(10) to the Schedule 14D-1 is a corrected
page 11 of the Agreement and Plan of Merger between Purchaser and
Blockbuster Entertainment Corporation, dated as of January 7, 1994.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following Exhibits:
99(a)(48) Letter delivered by Purchaser to the Company
on January 7, 1994
99(a)(49) Press Release issued by Purchaser on January 9,
1994
99(c)(10) Corrected page 11 of the Agreement and Plan of Merger
between Purchaser and Blockbuster Entertainment
Corporation, dated as of January 7, 1994.
SIGNATURE
After due 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.
January 10, 1994
VIACOM INC.
By /s/ PHILIPPE P. DAUMAN
...................................
Philippe P. Dauman
Senior Vice President, General
Counsel and Secretary
*
...................................
Sumner M. Redstone,
Individually
NATIONAL AMUSEMENTS, INC.
By *
...................................
Sumner M. Redstone
Chairman, Chief Executive
Officer and President
*By /s/ PHILIPPE P. DAUMAN
...................................
Philippe P. Dauman
Attorney-in-Fact under Powers
of Attorney filed as Exhibit (a)(36)
to the Schedule 14D-1
SIGNATURE
After due 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.
January 10, 1994
BLOCKBUSTER ENTERTAINMENT CORPORATION
By /s/ STEVEN R. BERRARD
...................................
Steven R. Berrard
President and
Chief Operating Officer
EXHIBIT INDEX
PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
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99(a)(48) Letter delivered by Purchaser to the Company
on January 7, 1994
99(a)(49) Press Release issued by Purchaser on January 9,
1994
99(c)(10) Corrected page 11 of the Agreement and Plan of Merger
between Purchaser and Blockbuster Entertainment
Corporation, dated as of January 7, 1994.
Viacom International Inc. Viacom Broadcasting
1515 Broadway Viacom Cable
New York, N.Y. 10036 Viacom Entertainment
212-258-6000 Viacom Networks
Viacom Pictures
January 7, 1994
Paramount Communications Inc.
15 Columbus Circle
New York, N.Y. 10023-7780
Attention: Donald Oresman
Dear Sirs:
We are pleased to inform you that Viacom has today
announced that it has agreed to merge with Blockbuster
Entertainment Corporation. Further, Blockbuster has agreed to
invest $1.25 billion in Viacom, in addition to its previous
investment of $600 million. A copy of the press release
announcing these events is attached to this letter.
With this strong support from Blockbuster, we have
amended our tender offer to, among other things:
1. Increase our existing tender offer for Paramount
common stock to $105 per share for 50.1% of the
outstanding shares.
2. Make the consideration payable to Paramount's
stockholders in the second-step merger consist of .93065
shares of Viacom Class B Common Stock and .30408 shares
of Viacom Merger Preferred Stock.
3. Extend the offer, as required by law, until 12:00
midnight, New York City time, on January 21, 1994.
To assist the Paramount Board in evaluating our revised
offer, we will provide later this afternoon the following
additional materials:
1. A copy of the Agreement and Plan of Merger, dated as
of January 7, 1994, between Viacom and Blockbuster.
2. A copy of the Subscription Agreement, dated as of
January 7, 1994, between Viacom and Blockbuster, pursuant
to which Blockbuster will purchase shares of Viacom Class
B Common Stock for an aggregate purchase price of $1.25
billion.
3. A copy of our amended Tender Offer Statement on Form
14D-1.
We assume that QVC Network Inc. will comply with its
obligations and extend its tender offer so that its expiration
date is no earlier than 12:00 midnight on Friday, January 21,
1994. We are available to meet with you or your
representatives at your earliest convenience to discuss our
revised offer. Please contact any of the persons listed in
Annex I to this letter.
Very truly yours,
VIACOM INC.
By /s/ Philippe P. Dauman
--------------------------
Name: Philippe P. Dauman
Title: Senior Vice President,
General Counsel and
Secretary
cc: Peter Ezersky
Lazard Freres & Co.
Joel S. Hoffman
Simpson Thacher & Bartlett
Martin Lipton
Wachtell, Lipton, Rosen & Katz
VIACOM STATES ITS SUPERIOR TENDER OFFER FOR PARAMOUNT COMPLIES
WITH ALL BIDDING PROCEDURES AND IS NOT COERCIVE
NEW YORK -- In response to certain unfounded statements by QVC Network
Inc., Viacom Inc., stated Sunday that Viacom's revised offer for Paramount
Communications Inc. fully complies with the bidding procedures agreed
to among Paramount, Viacom and QVC and that under those procedures QVC is
required to extend its tender offer until 12 midnight on Jan. 21, 1994.
Viacom also has stated that it believes that its offer is superior to
QVC's current offer. Viacom's revised offer increases the cash consideration
to Paramount stockholders by more than $1.1 billion over its previous offer
and by more than $800 million over QVC's current offer.
Viacom also stated that it believes the securities offered in the
second step merger should be compared to those of QVC in light of the
value that would be created by the larger, more diversified and
financially strengthened combination of Viacom, Paramount and
Blockbuster.
Viacom stated that Paramount stockholders should be given the
opportunity to make an informed choice between the Viacom and QVC
offers, as required by the bidding procedures.
Furthermore, Viacom fully intends to comply with the requirement of
the bidding procedures to extend its offer for 10 business days after
satisfaction of its minimum condition of 50.1%, the same minimum
condition as QVC.
Because shares tendered into the Viacom tender offer would be
prorated, this means that all Paramount stockholders would be given
the opportunity to participate in the blended value of Viacom's
tender offer and the consideration to be offered in the second-step
merger between Viacom and Paramount. Accordingly, Viacom's offer is
not coercive and offers all Paramount stockholders the same
consideration for their shares.
* * *
CONTACT: Viacom Inc., New York
Raymond A. Boyce, 212/258-6530
or
Edelman
Elliot Sloane, 212/704-8126
individually or in the aggregate, have a Blockbuster Material
Adverse Effect. The term "Blockbuster Material Adverse Effect"
means any change or effect that is or would be materially
adverse to the business, results of operations or financial
condition of Blockbuster and the Blockbuster Subsidiaries,
taken as a whole; provided that from and after the date on
which the issuance and sale of shares of Viacom Class B Common
Stock contemplated by the Subscription Agreement (the
"Subscription Agreement") dated as of the date of this
Agreement between Viacom and Blockbuster is consummated (the
"Subscription Date"), the term "Blockbuster Material Adverse
Effect", for purposes of Article III and Section 7.02(a) only,
shall be changed to mean any change or effect that is or would
be materially adverse to the financial condition of Blockbuster
and the Blockbuster Subsidiaries, taken as a whole, excluding
any changes or effects caused by changes in general economic
conditions or changes generally affecting Blockbuster's
industry.
(b) Each subsidiary of Blockbuster (a "Blockbuster
Subsidiary") that constitutes a Significant Subsidiary of
Blockbuster within the meaning of Rule 1-02 of Regulation S-X
of the Securities and Exchange Commission (the "SEC") is
referred to herein as a "Material Blockbuster Subsidiary".
SECTION 3.02. Certificate of Incorporation and
By-Laws. Blockbuster has heretofore made available to Viacom a
complete and correct copy of the Certificate of Incorporation
and the By-Laws or equivalent organizational documents, each as
amended to date, of Blockbuster and each Material Blockbuster
Subsidiary. Such Certificates of Incorporation, By-Laws and
equivalent organizational documents are in full force and
effect. Neither Blockbuster nor any Material Blockbuster
Subsidiary is in violation of any provision of its Certificate
of Incorporation, By-Laws or equivalent organizational
documents, except for such violations that would not,
individually or in the aggregate, have a Blockbuster Material
Adverse Effect.
SECTION 3.03. Capitalization. The authorized capital
stock of Blockbuster consists of 300,000,000 shares of
Blockbuster Common Stock and 500,000 shares of Preferred Stock,
par value $1.00 per share ("Blockbuster Preferred Stock"). As
of December 31, 1993, (i) 247,487,375 shares of Blockbuster
Common Stock were issued and outstanding, all of which were
validly issued, fully paid and nonassessable, (ii) no shares
were held in the treasury of Blockbuster, (iii) 11,425,584
shares were reserved for future issuance pursuant to
outstanding employee stock options granted pursuant to
Blockbuster's 1987 Stock Option Plan, as amended, 1989
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