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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 24)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 25)
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. 24 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 25 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 10. ADDITIONAL INFORMATION
ITEM 10(e) is hereby amended and supplemented as
follows:
Seven putative class action complaints, styled Fielden v.
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Blockbuster Entertainment Corp., et al., C.A. No. 13319 (filed
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January 10, 1994); Gardner v. Blockbuster Entertainment Corp., et
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al., C.A. No. 13322 (filed January 10, 1994); Sklar v.
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Blockbuster Entertainment Corp., et al., C.A. No. 13325 (filed
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January 10, 1994); Hammer v. Blockbuster Entertainment Corp., et
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al., C.A. No. 13326 (filed January 11, 1994); Gilbert v.
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Blockbuster Entertainment Corp., et al., C.A. No. 13329 (filed
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January 11, 1994); Birghenthal and Sarnoff v. Blockbuster
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Entertainment Corp., et al., C.A. No. 13333 (filed January 12,
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1994); and Symon and Charles v. Blockbuster Entertainment Corp.,
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et al., C.A. No 13334 (filed January 12, 1994), have been filed
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by alleged Blockbuster stockholders in the Delaware Court of
Chancery against Blockbuster, the members of its board of
directors, Purchaser and Sumner M. Redstone (collectively, the
"Stockholder Suits"). The Stockholder Suits allege that
Blockbuster's directors "have violated their fiduciary duties of
loyalty and fair dealing by failing to ensure the maximization of
stockholder value in the sale of control of Blockbuster,
including the failure to authorize and direct that a process
designed to secure the best value available for Blockbuster
stockholders be undertaken, and by implementing measures such as
the [Blockbuster Subscription Agreement] which were designed solely
to thwart or impede other competing transactions." Among other
things, the Stockholder Suits seek to (i) preliminarily and
permanently enjoin the purchase by Blockbuster of shares of
Viacom Class B Common Stock pursuant to the Blockbuster
Subscription Agreement, (ii) preliminarily and permanently enjoin
the Blockbuster Merger or any anti-takeover devices designed to
facilitate the Blockbuster Merger; (iii) require the Blockbuster
directors to maximize stockholder value by exploring third party
interest; and/or (iv) recover damages from the Blockbuster
directors for their alleged breaches of fiduciary duty.
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 13, 1994
VIACOM INC.
By /s/ PHILIPPE P. DAUMAN
...................................
Philippe P. Dauman
Senior Vice President, General
Counsel and Secretary
*
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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 13, 1994
BLOCKBUSTER ENTERTAINMENT CORPORATION
By /s/ STEVEN R. BERRARD
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Steven R. Berrard
President and
Chief Operating Officer