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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
                               (AMENDMENT NO. 25)
                      PURSUANT TO SECTION 14(D)(1) OF THE
                      SECURITIES EXCHANGE ACT OF 1934 AND
                                  SCHEDULE 13D
                               (AMENDMENT NO. 26)
                   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. 25 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 26 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 $107 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"), the Second Supplement thereto dated January 7,
1994 (the "Second Supplement") and the Third Supplement thereto
dated January 18, 1994 (the "Third 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, the Third Supplement
and the Schedule 14D-1.

ITEM 1.  SECURITY AND SUBJECT COMPANY.

         Item 1(b) is hereby amended and supplemented by
reference to the Introduction and Section 1 of the Third
Supplement, which Introduction and Section are incorporated
herein by reference.

         Item 1(c) is hereby amended and supplemented by
reference to Section 2 of the Third Supplement, which Section
is incorporated herein by reference.

ITEM 3.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
         SUBJECT COMPANY.

         Item 3(b) is hereby amended and supplemented by
reference to Section 4 of the Third Supplement, which Section
is incorporated herein by reference.

ITEM 4.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Item 4(a) is hereby amended and supplemented by
reference to Section 3 of the Third Supplement, which Section
is incorporated herein by reference.

ITEM 5.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS
         OF THE BIDDER.

         Item 5 is hereby amended and supplemented by
reference to the Introduction and Annex I to the Third
Supplement, which Introduction and Annex are incorporated
herein by reference.



ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

         Item 6(a) is hereby amended and supplemented by
reference to Section 7 of the Third Supplement, which Section
is incorporated herein by reference.

ITEM 7.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
         RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S
         SECURITIES.

         Item 7(a) is hereby amended and supplemented by
reference to the Introduction and Section 4 of the Third
Supplement, which Introduction and Section are incorporated
herein by reference.

ITEM 9.  FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

         Item 9 is hereby amended and supplemented by
reference to Section 7 of the Third Supplement, which Section
is incorporated herein by reference.

ITEM 10. ADDITIONAL INFORMATION.

         Item 10(e) is hereby amended and supplemented by
reference to Section 6 of the Third Supplement, which Section
is incorporated herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

         Item 11 is hereby amended and supplemented to add
the following Exhibits:

         99(a)(53) Form of Third Supplement to Offer to
                   Purchase dated January 18, 1994

         99(a)(54) Form of Revised Letter of Transmittal

         99(a)(55) Form of Revised Notice of Guaranteed
                   Delivery

         99(a)(56) Form of Revised Letter from Smith Barney
                   Shearson Inc. to Brokers, Dealers,
                   Commercial Banks, Trust Companies and
                   Other Nominees

         99(a)(57) Form of Revised Letter from Brokers,
                   Dealers, Commercial Banks, Trust Companies
                   and Other Nominees to Clients

         99(a)(58) Form of Revised Letter to Participants in
                   the Dividend Reinvestment Plan of the
                   Company

         99(a)(59) Press Release issued by Purchaser on
                   January 18, 1993

         99(a)(60) Letter, dated January 13, 1994, from the
                   Company's legal advisor to Purchaser and
                   QVC

         99(a)(61) Letter, dated January 18, 1994, from
                   Purchaser to the Paramount Board



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 18, 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 18, 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
- -------                                          ----------

99(a)(53)     Form of Third Supplement to Offer
              to Purchase dated January 18, 1994

99(a)(54)     Form of Revised Letter of
              Transmittal

99(a)(55)     Form of Revised Notice of
              Guaranteed Delivery

99(a)(56)     Form of Revised Letter from Smith
              Barney Shearson Inc. to Brokers,
              Dealers, Commercial Banks, Trust
              Companies and Other Nominees

99(a)(57)     Form of Revised Letter from Brokers,
              Dealers, Commercial Banks, Trust
              Companies and Other Nominees to
              Clients

99(a)(58)     Form of Revised Letter to Participants
              in the Dividend Reinvestment Plan of
              the Company

99(a)(59)     Press Release issued by Purchaser on
              January 18, 1993

99(a)(60)     Letter, dated January 13, 1994, from
              the Company's legal advisor to
              Purchaser and QVC

99(a)(61)     Letter, dated January 18, 1994,
              from Purchaser to the Paramount Board



        THIRD SUPPLEMENT TO THE OFFER TO PURCHASE DATED OCTOBER 25, 1993

                                  VIACOM INC.

           HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH

                       61,657,432 SHARES OF COMMON STOCK

                                       OF

                           PARAMOUNT COMMUNICATIONS INC.
                                       TO
                               $107 NET PER SHARE

 

 THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
 WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 31,
                 1994, UNLESS THE OFFER IS FURTHER EXTENDED.

 

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, 61,657,432 SHARES, OR SUCH
GREATER NUMBER OF SHARES AS EQUALS 50.1% OF THE SHARES OUTSTANDING PLUS THE
SHARES ISSUABLE UPON THE EXERCISE OF THE THEN EXERCISABLE STOCK OPTIONS AS OF
THE EXPIRATION OF THE OFFER, BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO
THE EXPIRATION OF THE OFFER. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND
CONDITIONS. SEE SECTION 5 OF THE SECOND SUPPLEMENT TO THE OFFER TO PURCHASE.

 
                            ------------------------
 
                                   IMPORTANT
 

ANY STOCKHOLDER DESIRING TO TENDER ALL OR ANY PORTION OF SUCH STOCKHOLDER'S
SHARES OF COMMON STOCK, PAR VALUE $1.00 PER SHARE (THE "SHARES"), OF PARAMOUNT
COMMUNICATIONS INC. SHOULD EITHER (1) COMPLETE AND SIGN THE (YELLOW) LETTER OF
TRANSMITTAL WHICH ACCOMPANIED THE OFFER TO PURCHASE DATED OCTOBER 25, 1993 (THE
"OFFER TO PURCHASE"), THE (GREEN) LETTER OF TRANSMITTAL WHICH ACCOMPANIED THE
SUPPLEMENT TO THE OFFER TO PURCHASE DATED NOVEMBER 8, 1993 (THE "FIRST
SUPPLEMENT"), THE (ORANGE) LETTER OF TRANSMITTAL WHICH ACCOMPANIED THE SECOND
SUPPLEMENT TO THE OFFER TO PURCHASE DATED JANUARY 7, 1994 (THE "SECOND
SUPPLEMENT") OR THE REVISED (ORANGE) LETTER OF TRANSMITTAL WHICH ACCOMPANIES
THIS THIRD SUPPLEMENT TO THE OFFER TO PURCHASE (THE "THIRD SUPPLEMENT"; ALL SUCH
LETTERS OF TRANSMITTAL REFERRED TO COLLECTIVELY AS THE "LETTERS OF TRANSMITTAL")
(OR A FACSIMILE THEREOF) IN ACCORDANCE WITH THE INSTRUCTIONS IN THE LETTERS OF
TRANSMITTAL AND MAIL OR DELIVER ONE OF THE LETTERS OF TRANSMITTAL (OR SUCH
FACSIMILE) TOGETHER WITH THE CERTIFICATE(S) EVIDENCING TENDERED SHARES, AND ANY
OTHER REQUIRED DOCUMENTS, TO THE DEPOSITARY OR TENDER SUCH SHARES PURSUANT TO
THE PROCEDURE FOR BOOK-ENTRY TRANSFER SET FORTH IN SECTION 3 OF THE OFFER TO
PURCHASE OR (2) REQUEST SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK,
TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE TRANSACTION FOR SUCH STOCKHOLDER.
ANY STOCKHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER,
COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF SUCH STOCKHOLDER
DESIRES TO TENDER SUCH SHARES.

 
     A stockholder who desires to tender Shares and whose certificates
evidencing such Shares are not immediately available, or who cannot comply with
the procedure for book-entry transfer on a timely basis, may tender such Shares
by following the procedure for guaranteed delivery set forth in Section 3 of the
Offer to Purchase.
 

     Questions or requests for assistance may be directed to the Information
Agent or to the Dealer Manager at their respective addresses and telephone
numbers set forth on the back cover of this Third Supplement. Additional copies
of the Offer to Purchase, the First Supplement, the Second Supplement, this
Third Supplement, the revised (Orange) Letter of Transmittal and the revised
(Yellow) Notice of Guaranteed Delivery may also be obtained from the Information
Agent or from brokers, dealers, commercial banks or trust companies.

                            ------------------------
 
                      The Dealer Manager for the Offer is:

                           SMITH BARNEY SHEARSON INC.
 

January 18, 1994


To the Holders of Common Stock of
PARAMOUNT COMMUNICATIONS INC.:
 
                                  INTRODUCTION
 

     The following information amends and supplements the Offer to Purchase
dated October 25, 1993 (the "Offer to Purchase"), the Supplement thereto dated
November 8, 1993 (the "First Supplement") and the Second Supplement thereto
dated January 7, 1994 (the "Second Supplement") of Viacom Inc., a Delaware
corporation ("Purchaser"). Pursuant to this Third Supplement, Purchaser is now
offering to purchase 61,657,432 shares of Common Stock, par value $1.00 per
share (the "Shares"), of Paramount Communications Inc., a Delaware corporation
(the "Company"), or such greater number of Shares as equals 50.1% of the Shares
outstanding plus the Shares issuable upon the exercise of the then exercisable
stock options as of the Expiration Date, at a price of $107 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, as amended and supplemented by the First Supplement, the
Second Supplement and this Third Supplement (together with the First Supplement
and the Second Supplement, the "Supplements"), and in the related Letters of
Transmittal (which together constitute the "Offer").

 

     Except as otherwise set forth in this Third Supplement, the terms and
conditions previously set forth in the Offer to Purchase, the First Supplement
and the Second Supplement remain applicable in all respects to the Offer, and
this Third Supplement should be read in conjunction with the Offer to Purchase,
the First Supplement and the Second Supplement. Unless the context requires
otherwise, terms not defined herein have the meanings ascribed to them in the
Offer to Purchase, the First Supplement and the Second Supplement.

     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, 61,657,432 SHARES, OR
SUCH GREATER NUMBER OF SHARES AS EQUALS 50.1% OF THE SHARES OUTSTANDING PLUS THE
SHARES ISSUABLE UPON THE EXERCISE OF THE THEN EXERCISABLE STOCK OPTIONS AS OF
THE EXPIRATION DATE, BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE
EXPIRATION DATE (THE "MINIMUM CONDITION"). THE OFFER IS ALSO SUBJECT TO OTHER
TERMS AND CONDITIONS. SEE SECTION 5 OF THE SECOND SUPPLEMENT, WHICH SETS FORTH
IN FULL THE CONDITIONS OF THE OFFER.

     In the event the Offer is consummated, Purchaser intends to effectuate a
second-step merger pursuant to which each Share that is issued and outstanding
prior to the effective time (the "Effective Time") of such merger (other than
Shares held in the treasury of the Company or owned by Purchaser or any direct
or indirect wholly owned subsidiary of Purchaser or of the Company and other
than Shares held by stockholders who shall have demanded and perfected appraisal
rights under Delaware Law) would be converted into the right to receive (i)
.93065 shares of Class B Common Stock, par value $.01 per share, of Purchaser
(the "Viacom Class B Common Stock"), (ii) .30408 shares of a new series of
cumulative convertible exchangeable preferred stock, par value $.01 per share,
of Purchaser (the "Viacom Merger Preferred Stock"), (iii) .93065 contingent
value rights issued by Purchaser ("CVRs") and (iv) .50 of a warrant (the "Viacom
Warrant") to purchase one share of Viacom Class B Common Stock (collectively,
the "Merger Consideration").

     The Viacom Merger Preferred Stock will bear dividends at a rate of 5% per
annum, will be convertible into Viacom Class B Common Stock at a conversion
price of $70, will have a liquidation preference of $50 per share, will be
redeemable by Purchaser at declining redemption premiums after the fifth
anniversary of the Effective Time, and will be exchangeable at the option of
Purchaser into Purchaser's 5% Convertible Subordinated Debentures after the
third anniversary of the Effective Time.
 
     As further described in Annex I to this Third Supplement, following the
maturity of the CVRs, each CVR will represent the right of the holder thereof (a
"CVR Holder") to receive the amount, if any, by which the Target Price (as
defined below) exceeds the greater of the Current Market Value (as defined
below) and $38.00 (the "Minimum Price"). The CVRs will mature on the first
anniversary of



the Effective Time of the Merger (the "Maturity Date"); provided, however, that
Purchaser may, at its option, (i) extend the Maturity Date to the second 
anniversary of the Effective Time (the "First Extended Maturity Date") or (ii) 
extend the First Extended Maturity Date to the third anniversary of the 
Effective Time (the "Second Extended Maturity Date"), in either case by
notice no later than one business day preceding the Maturity Date or the 
First Extended Maturity Date, as the case may be.

     "Target Price" means (a) at the Maturity Date, $48.00, (b) at the First
Extended Maturity Date, $51.00 and (c) at the Second Extended Maturity Date,
$55.00. "Current Market Value" means (i) with respect to the Maturity Date and
the First Extended Maturity Date, the median of the averages of the closing
prices on the American Stock Exchange (or such other exchange on which such
shares are then listed) of shares of Viacom Class B Common Stock during each 20
consecutive trading day period that both begins and ends in the Valuation Period
(as defined below) and (ii) with respect to the Second Extended Maturity Date,
the average of the closing prices on the American Stock Exchange (or such other
exchange on which such shares are then listed) of Viacom's Class B Common Stock
during the 20 consecutive trading days in the Valuation Period which yield the
highest such average of the closing prices for any such 20 consecutive trading
day period within the Valuation Period. "Valuation Period" means the 60 trading
day period immediately preceding (and including) the Maturity Date, the First
Extended Maturity Date or the Second Extended Maturity Date, as the case may be.

     Purchaser, at its option, may pay any amount due under the terms of the
CVRs to the CVR Holders in cash or in the equivalent value (as determined by an
independent nationally recognized investment bank) of registered securities of
Purchaser, including, without limitation, common stock, preferred stock, notes
or other securities. No amount will be payable under the CVRs if the Current
Market Value equals or exceeds (i) $48.00 on the Maturity Date, (ii) $51.00 on
the first Extended Maturity Date or (iii) $55.00 on the Second Extended
Maturity Date, as the case may be.

     If Purchaser subdivides (by stock split, stock dividend or otherwise) or
combines (by reverse stock split or otherwise) the number of outstanding shares
of Viacom Class B Common Stock, Purchaser shall correspondingly subdivide or
combine the CVRs and shall appropriately adjust the Target Price and the Minimum
Price. No fraction of a CVR will be issued in the Merger. In lieu thereof, a
cash payment will be made in an amount equivalent to the fair market value of
the fraction of the CVR.

     Upon the consummation of a Disposition or upon the occurrence and
continuation of an Event of Default (as such terms are defined in Annex I to
this Third Supplement), CVR Holders will have the right to receive an
accelerated payment of Purchaser's obligations under the CVRs, discounted to the
date of such payment and otherwise on the terms specified in Annex I to this
Third Supplement.

     The CVRs will be issued by Purchaser pursuant to a CVR Agreement that
Purchaser intends to enter into with a bank or trust company selected by
Purchaser. The CVRs will be issued in registered form, and Purchaser shall use
its reasonable best efforts to list the CVRs on the American Stock Exchange (or
such other securities exchange on which the shares of Viacom Class B Common
Stock are then listed). The CVRs are unsecured obligations of Purchaser and will
rank equally with all other unsecured obligations of Purchaser. The foregoing
summary of the terms of the CVRs is qualified in its entirety by reference to
Annex I to this Third Supplement, which provides a more detailed summary of the
terms of the CVRs.

     Each Viacom Warrant will entitle the holder thereof to purchase one share
of Viacom Class B Common Stock per whole Viacom Warrant at any time prior to the
third anniversary of the Merger at a price of $60.00, payable in cash. The terms
of the Viacom Warrants will include customary anti-dilution (with respect to
stock splits, stock dividends, reverse stock splits or other similar
subdivisions or combinations of stock) and other provisions. No fraction of a
Viacom Warrant will be issued in the Merger. In lieu thereof, a cash payment
will be made in an amount equivalent to the fair market value of the fraction of
the Viacom Warrant.

                                       2


     The Merger

     The Offer was initially made pursuant to an Amended and Restated Agreement
and Plan of Merger dated as of October 24, 1993 (the "October 24 Merger
Agreement"), as amended on November 6, 1993 (as so amended, the "Merger
Agreement"), between Purchaser and the Company. The October 24 Merger Agreement
amended and restated in its entirety an Agreement and Plan of Merger dated as of
September 12, 1993 between Purchaser and the Company. On December 22, 1993, the
Company terminated the Merger Agreement pursuant to a notice of termination.
Also on December 22, 1993, the Company and Purchaser entered into an Exemption
Agreement (the "Exemption Agreement") which provides, among other things, that,
in the event that (1) the Company's Board of Directors intends to recommend to
the stockholders of the Company the acceptance of the Offer or (2) such number
of Shares that would satisfy the Minimum Condition shall have been validly
tendered and not withdrawn in the Offer at the Expiration Date and, as of such
Expiration Date, Purchaser has waived all conditions to the Offer (other than
the Rights Condition, the Supermajority Condition, the Section 203 Condition and
the Injunction Condition (each as defined in Section 5 of the Second Supplement)
and the Minimum Condition), then Purchaser shall promptly execute and deliver to
the Company the Form of Merger Agreement (the "Form of Merger Agreement")
annexed to the Exemption Agreement (with representations and warranties dated as
of the date of execution of such Form of Merger Agreement, unless otherwise
specified therein, and with such other changes as may be necessary to reflect
the terms of the Offer as it then exists, changes in the consideration offered
under the executed Form of Merger Agreement and changes related thereto) and the
Company will execute such Form of Merger Agreement (with representations and
warranties dated as of the date of execution of such Form of Merger Agreement,
unless otherwise specified therein) within one business day of receipt thereof.

     Under the terms of the Exemption Agreement, the Company has agreed that
upon delivery by Purchaser of a Completion Certificate (as defined in the
Exemption Agreement), it will take all necessary action to amend the Rights
Agreement to make it inapplicable, except under certain circumstances, to the
Offer and to take all appropriate action so that the restrictions on business
combinations in (i) Article XI of the Company's Certificate of Incorporation and
(ii) Section 203 of the General Corporation Law of the State of Delaware
("Delaware Law") will not apply to the consummation of the Offer. See Section 4
of the Second Supplement.

     The Form of Merger Agreement provides, among other things, that as soon as
practicable after the purchase of Shares pursuant to the Offer, the approval of
the Merger (as defined below) by the stockholders of Purchaser and the Company
and the satisfaction of the other conditions set forth in the Form of Merger
Agreement and described in the Second Supplement, the Company will be merged
with and into Purchaser (the "Merger") in accordance with the relevant
provisions of Delaware Law. In such event, following consummation of the Merger,
Purchaser will continue as the surviving corporation (the "Surviving
Corporation").

     Alternatively, if Shearman & Sterling, counsel to Purchaser, is unable to
deliver an opinion, in form and substance reasonably satisfactory to Purchaser,
that the Merger will qualify as a reorganization under section 368(a) of the
Internal Revenue Code of 1986, as amended, Purchaser may elect to cause the
Merger to be effected by causing a wholly owned subsidiary of Purchaser to merge
with and into the Company in accordance with Delaware Law. In such event, the
separate corporate existence of such subsidiary will cease, and the Company will
continue as the Surviving Corporation as a wholly owned subsidiary of Purchaser.

     Based on the terms of the Offer and the proposed terms of the Form of
Merger Agreement, it is anticipated that Shearman & Sterling will be unable to
deliver the opinion referred to in the immediately preceding paragraph, and thus
that Purchaser will elect to change the form of the Merger as described in the
foregoing paragraph. As a result, exchanges of Shares pursuant to the Offer and
the
                                       3



Merger will be taxable transactions to stockholders of the Company for Federal
income tax purposes. See Section 6 of the Second Supplement and Section 5 of
this Third Supplement.

     Purchaser intends to provide in the executed Form of Merger Agreement that
at the Effective Time, in the event the Offer has already been consummated, each
Share that is issued and outstanding immediately prior to the Effective Time
(other than Shares held in the treasury of the Company or owned by Purchaser or
any direct or indirect wholly owned subsidiary of Purchaser or of the Company
and other than Shares held by stockholders who shall have demanded and perfected
appraisal rights under Delaware Law) will be converted into the right to receive
the Merger Consideration.

     Based on the proposed terms of the Merger, appraisal rights will be
available to stockholders who have not voted in favor of the Merger or consented
thereto in writing and who have properly demanded in writing appraisal of the
Shares held by such stockholders in accordance with Delaware Law and who have
not withdrawn such demand or otherwise forfeited appraisal rights.

     Blockbuster Merger

     On January 7, 1994, Purchaser and Blockbuster Entertainment Corporation, a
Delaware corporation ("Blockbuster"), entered into an Agreement and Plan of
Merger (the "Blockbuster Merger Agreement") pursuant to which Blockbuster will
be merged with and into Purchaser (the "Blockbuster Merger"), with Purchaser as
the surviving corporation (the "Blockbuster Merger Surviving Corporation"). See
Sections 9 and 10 of the Second Supplement for certain information regarding
Blockbuster and a description of the Blockbuster Merger Agreement and Section 7
of this Third Supplement for certain additional information regarding Purchaser
and Blockbuster.

     Procedures for tendering Shares are set forth in Section 3 of the Offer to
Purchase. Tendering stockholders may use either the original (Yellow) Letter of
Transmittal and the original (Blue) Notice of Guaranteed Delivery previously
circulated with the Offer to Purchase, the (Green) Letter of Transmittal and the
(Pink) Notice of Guaranteed Delivery circulated with the First Supplement, the
(Orange) Letter of Transmittal and the (Yellow) Notice of Guaranteed Delivery
circulated with the Second Supplement or the revised (Orange) Letter of
Transmittal and the revised (Yellow) Notice of Guaranteed Delivery circulated
with this Third Supplement. While the original Letter of Transmittal circulated
with the Offer to Purchase refers to the Offer to Purchase, the Letter of
Transmittal circulated with the First Supplement refers to the Offer to Purchase
and the First Supplement, and the Letter of Transmittal circulated with the
Second Supplement refers to the Offer to Purchase, the First Supplement and the
Second Supplement, stockholders using such documents to tender Shares will
nevertheless receive $107 per Share for each Share validly tendered and not
withdrawn and accepted for payment pursuant to the Offer, subject to the
conditions of the Offer. Stockholders who have previously validly tendered and
not withdrawn Shares pursuant to the Offer are not required to take any further
action in order to receive, subject to the conditions of the Offer, the
increased tender price of $107 per Share, if the Shares are accepted for payment
and paid for by Purchaser pursuant to the Offer, except as may be required by
the guaranteed delivery procedure if such procedure was utilized. See Section 1
of this Third Supplement.

     THE OFFER TO PURCHASE, THE FIRST SUPPLEMENT, THE SECOND SUPPLEMENT AND THIS
THIRD SUPPLEMENT CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.

     1. AMENDED TERMS OF THE OFFER; EXPIRATION DATE. The Offer is being made for
61,657,432 Shares, or such greater number of Shares as equals 50.1% of the
Shares outstanding plus the Shares issuable upon the exercise of the then
exercisable stock options as of the Expiration Date. The price per Share to be
paid pursuant to the Offer has been increased from $105 per Share to $107 per
Share, net to the seller in cash. All stockholders whose Shares are validly
tendered and not withdrawn and accepted for payment pursuant to the Offer
(including Shares tendered prior to the date of this Third Supplement) will
receive the increased price.

                                       4


     This Third Supplement, the revised (Orange) Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares whose names appear
on the Company's stockholder list and will be furnished, for subsequent
transmittal to beneficial owners of Shares, to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the names of whose
nominees, appear on the stockholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing.

     2. PRICE RANGE OF SHARES; DIVIDENDS. The discussion set forth in Section 6
of the Offer to Purchase, Section 2 of the First Supplement and Section 2 of the
Second Supplement is hereby amended and supplemented as follows:

     According to published financial sources, the Company paid a cash dividend
of $.20 per Share on January 14, 1994.

     The high and low sales prices per Share on the New York Stock Exchange (the
"NYSE") as reported by the Dow Jones News Service for the current fiscal quarter
through January 17, 1994, were $83 1/2 and $73 1/2, respectively. On January 17,
1994, the last full trading day prior to the announcement of the increase in the
price per Share to be paid pursuant to the Offer, the closing price per Share as
reported on the NYSE was $78 3/4.

     STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
 
     3. FINANCING OF THE OFFER AND THE MERGER. The discussion set forth in
Section 9 of the Offer to Purchase, Section 3 of the First Supplement and
Section 3 of the Second Supplement is hereby amended and supplemented as
follows:

     The total amount of funds required by Purchaser to consummate the Offer and
the Merger and to pay related fees and expenses is estimated to be approximately
$6.7 billion.

     Purchaser has obtained $600 million of such funds from the issuance and
sale of 24 million shares of Purchaser's Series A Cumulative Convertible
Preferred Stock to Blockbuster. Purchaser has obtained $1.2 billion of such
funds from the issuance and sale of 24 million shares of Purchaser's Series B
Cumulative Convertible Preferred Stock to NYNEX Corporation ("NYNEX"). Purchaser
will obtain the remaining $4.9 billion of such funds from the Bank Facility,
from the sale of Viacom Class B Common Stock to Blockbuster pursuant to the
Blockbuster Subscription Agreement or from other sources.

     4. BACKGROUND OF THE OFFER SINCE JANUARY 7, 1994; CONTACTS WITH THE
COMPANY. The discussion set forth in Section 10 of the Offer to Purchase,
Section 4 of the First Supplement and Section 4 of the Second Supplement is
hereby amended and supplemented as follows:

     On January 13, 1994, the Paramount Board reaffirmed its recommendation of
the QVC Offer and its recommendation against the Offer as such offers existed on
such date. By letter to QVC's legal advisor, the Company also advised QVC that,
contrary to claims previously made by QVC, the Company had no reason to believe
that the January 7 Offer violated the Exemption Agreement and that the Company
disagrees with QVC's previous statements that QVC has the right under the terms
of the QVC Merger Agreement to terminate its offer in the event the minimum
condition of the QVC Offer is not satisfied by the then January 21 expiration
date of the QVC Offer.

     By letter dated January 13, 1994, the Company's legal advisor also proposed
to Purchaser and QVC certain clarifying amendments to the Exemption Agreement
and the QVC Merger Agreement. A copy of such letter is attached as Exhibit
(a)(60) to the Schedule 14D-1 and is incorporated herein by reference.
Purchaser's legal advisor has advised the Company's legal advisor that Purchaser
has no substantive problems with the changes to the bidding procedures proposed
by the Company and that, subject to certain technical changes, Purchaser is
willing to amend the Exemption Agreement and the Form of Merger Agreement to
reflect such proposed changes, provided that corresponding changes are made to
the QVC Merger Agreement and form of exemption agreement.

                                       5


     On January 18, 1994, Purchaser delivered to the Company a letter informing
the Paramount Board of the increase to the Offer and the changes to the proposed
Merger Consideration described in this Third Supplement. A copy of such letter
is attached as Exhibit (a)(62) to the Schedule 14D-1 and is incorporated herein
by reference.

     5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The discussion set forth in
Section 5 of the Offer to Purchase and Section 6 of the Second Supplement is
hereby amended and supplemented as follows:

     As discussed in the Second Supplement, it is anticipated that exchanges of
Shares pursuant to the Offer or the Merger will be taxable transactions for
Federal income tax purposes. A stockholder of the Company who exchanges Shares
for cash in the Offer or for Viacom Class B Common Stock, Viacom Merger
Preferred Stock, CVRs and Viacom Warrants in the Merger will recognize capital
gain or loss for Federal income tax purposes. A stockholder of the Company who
exchanges Shares in the Merger will include the fair market value of the CVRs
and the Viacom Warrants received, in addition to the fair market value of the
Viacom Class B Common Stock and the Viacom Merger Preferred Stock received, in
the amount realized by such stockholder for purposes of computing the amount of
capital gain or loss recognized by such stockholder. Such stockholder will have
a tax basis in the CVRs and the Viacom Warrants received equal to their
respective fair market values. The holding period of such stockholder for long
term capital gains purposes in the Viacom Class B Common Stock, the Viacom
Merger Preferred Stock, the CVRs and the Viacom Warrants received could depend,
in part, on the characterization of the CVRs for Federal income tax purposes.

     6. CERTAIN LEGAL MATTERS. The discussion set forth in Section 15 of the
Offer to Purchase, Section 5 of the First Supplement and Section 8 of the Second
Supplement is hereby amended and supplemented as follows:

     Seven putative class action complaints, styled Fielden v. Blockbuster
Entertainment Corp., et al., C.A. No. 13319 (filed January 10, 1994); Gardner v.
Blockbuster Entertainment Corp., et al., C.A. No. 13322 (filed January 10,
1994); Sklar v. Blockbuster Entertainment Corp., et al., C.A. No. 13325 (filed
January 10, 1994); Hammer v. Blockbuster Entertainment Corp., et al., C.A. No.
13326 (filed January 11, 1994); Gilbert v. Blockbuster Entertainment Corp., et
al., C.A. No. 13329 (filed January 11, 1994); Birghenthal and Sarnoff v.
Blockbuster Entertainment Corp., et al., C.A. No. 13333 (filed January 12,
1994); and Symon and Charles v. Blockbuster Entertainment Corp., et al., C.A.
No. 13334 (filed January 12, 1994), have been filed 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; (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.

     7. CERTAIN INFORMATION CONCERNING PURCHASER AND BLOCKBUSTER. The discussion
set forth in Section 8 of the Offer to Purchase and Sections 9 and 10 of the
Second Supplement is hereby amended and supplemented as follows:

     Financial Information.

                                      6

                            VIACOM BLOCKBUSTER INC.
          UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
 
     The following unaudited pro forma combined condensed balance sheet at
September 30, 1993 gives effect to the Blockbuster Merger as if the Blockbuster
Merger had occurred at such date, and was prepared based upon the unaudited
balance sheets of Purchaser and Blockbuster at September 30, 1993. The following
unaudited pro forma combined statements of operations for the nine months ended
September 30, 1993 and for the year ended December 31, 1992 give effect to the
Blockbuster Merger as if the Blockbuster Merger had occurred at the beginning of
the period presented and were prepared based upon the unaudited statements of
operations of Purchaser and Blockbuster for the nine months ended September 30,
1993 and the audited statements of Purchaser and Blockbuster for the year ended
December 31, 1992. These unaudited pro forma combined condensed financial
statements should be read in conjunction with the audited financial statements,
including the notes thereto, and the unaudited financial statements, including
the notes thereto, of (i) Purchaser contained in Purchaser's Annual Report on
Form 10-K for the year ended December 31, 1992, as amended by Form 10-K/A
Amendment No. 1 dated November 29, 1993, and in Purchaser's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993, respectively, in each case
filed by Purchaser with the Commission, and of (ii) Blockbuster contained in
Blockbuster's Annual Report on Form 10-K for the year ended December 31, 1992,
in Blockbuster's Current Report on Form 8-K dated October 22, 1993, and in
Blockbuster's Quarterly Report on Form 10-Q for the quarter ended September 30,
1993, respectively, in each case filed by Blockbuster with the Commission. More
comprehensive financial information is included in such reports and other
documents filed by Purchaser and Blockbuster with the Commission, and the
following financial data is qualified in its entirety by reference to such
reports and other documents, including the financial information and related
notes contained therein. Such reports and other documents may be inspected and
copies may be obtained from the offices of the Commission in the same manner as
set forth with respect to information about the Company in Section 7 of the
Offer to Purchase.

     The unaudited pro forma information is not necessarily indicative of the
operating results or financial position of the combined company that would have
occurred if the Blockbuster Merger had occurred at the date indicated, nor is it
indicative of future operating results or financial position.

     The pro forma adjustments are based upon available information and upon
certain assumptions set forth herein, including the notes to the unaudited pro
forma combined condensed financial statements, which Purchaser and Blockbuster
believe are reasonable under the circumstances. The pro forma adjustments
reflect the Blockbuster Merger Consideration (see Note 1). Blockbuster
historical information has been adjusted for certain proposed or completed
acquisitions. (See Blockbuster Pro Forma Information.)

     The Blockbuster Merger is being accounted for by the purchase method of
accounting, and accordingly, the cost to Purchaser to acquire Blockbuster,
calculated to be approximately $8.5 billion as of January 5, 1994, will be
allocated to the assets and liabilities acquired according to their respective
fair values. The cost to Purchaser to acquire Blockbuster pursuant to the
Blockbuster Merger is subject to change based upon the market value of Viacom
Common Stock at the time of the Blockbuster Merger. A change in the fair market
value of Viacom Common Stock will result in a corresponding change in the excess
of unallocated acquisition cost over the net assets acquired and the related
amortization thereof. The valuations and other studies, which will provide the
basis for such an allocation, have not yet progressed to a stage where there is
sufficient information to make an allocation in the accompanying unaudited pro
forma combined condensed financial statements. Accordingly, the purchase
accounting adjustments made in connection with the development of the unaudited
pro forma combined condensed financial information are preliminary and have been
made solely for purposes of developing such unaudited pro forma combined
condensed financial information. For pro forma purposes, the approximate $6.5
billion excess of unallocated acquisition cost over the net assets acquired,
based on a calculation of the acquisition cost as of January 5, 1994, is being
amortized over 40 years at the rate of $163.7 million per year.
 
                                       7


                            VIACOM BLOCKBUSTER INC.
              UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
                             AT SEPTEMBER 30, 1993
                                 (IN MILLIONS)

PRO FORMA PRO FORMA --------------------------------------- PURCHASER COMBINED DEBIT CREDIT COMBINED HISTORICAL BLOCKBUSTER* ADJUSTMENTS ADJUSTMENTS COMPANY ---------- ------------ ------------ ------------ ----------- ASSETS Cash & short term investments................... $ 63.9 $ 70.5 $ 1,800.0(1b) $ 30.0(1a $ 1,904.4 Other current assets............................ 936.9 615.0 1,551.9 ---------- ------------ ------------ ------------ ----------- Total current assets.......................... 1,000.8 685.5 1,800.0 30.0 3,456.3 ---------- ------------ ------------ ------------ ----------- Property and equipment, net..................... 529.9 490.7 1,020.6 Videocassette rental inventory, net............. 430.9 430.9 Intangible assets, at amortized cost............ 2,214.2 815.3 6,546.2(1a) 9,575.7 Other assets.................................... 880.7 2,076.1 1,850.0(1c) 1,106.8 ---------- ------------ ------------ ------------ ----------- $ 4,625.6 $ 4,498.5 $ 8,346.2 $ 1,880.0 $ 15,590.3 ---------- ------------ ------------ ------------ ----------- ---------- ------------ ------------ ------------ ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities............................. $ 992.3 $ 1,826.2 $ 1,250.0(1c) $ 1,568.5 Long-term debt.................................. 2,359.1 615.3 2,974.4 Other liabilities............................... 365.5 146.9 512.4 Stockholders' Equity: Preferred stock............................... 600.0(1c)$ 1,800.0(1b) 1,200.0 Common stock.................................. 908.7 1,910.1 6,516.2(1a) 9,335.0 ---------- ------------ ------------ ------------ ----------- Total Stockholders' Equity................. 908.7 1,910.1 600.0 8,316.2 10,535.0 ---------- ------------ ------------ ------------ ----------- $ 4,625.6 $ 4,498.5 $ 1,850.0 $ 8,316.2 $ 15,590.3 ---------- ------------ ------------ ------------ ----------- ---------- ------------ ------------ ------------ -----------
See notes to unaudited pro forma combined condensed financial statements. - --------------- * See Blockbuster Pro Forma Combined Statements on pages 13 through 18 of this Third Supplement. 8 VIACOM BLOCKBUSTER INC. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993 (IN MILLIONS, EXCEPT PER SHARE DATA)
PRO FORMA PRO FORMA -------------------------------------- PURCHASER COMBINED DEBIT CREDIT COMBINED HISTORICAL BLOCKBUSTER* ADJUSTMENTS ADJUSTMENTS COMPANY ---------- ------------ ------------ ------------ ---------- Revenues......................................... $ 1,474.6 $ 1,824.2 $ 3,298.8 Expenses: Operating...................................... 643.1 1,379.3 $ 313.0(2a) 1,709.4 Selling, general and administrative............ 412.6 149.1 561.7 $ 313.0(2a) Depreciation and amortization.................. 112.0 122.7(2b) 547.7 ---------- ------------ ------------ ------------ ---------- Total expenses............................ 1,167.7 1,528.4 435.7 313.0 2,818.8 ---------- ------------ ------------ ------------ ---------- Earnings from operations......................... 306.9 295.8 435.7 313.0 480.0 Other income (expense): Interest expense............................... (117.3) (73.5) (190.8) Interest and other investment income........... 5.9 5.9 Other items, net............................... 63.3 15.9 85.8(2c,e) (6.6) ---------- ------------ ------------ ------------ ---------- Total other income (expense).............. (54.0) (51.7) 85.8 (191.5) ---------- ------------ ------------ ------------ ---------- Earnings before income taxes..................... 252.9 244.1 521.5 313.0 288.5 Provision for income taxes....................... 106.9 92.3 12.2(2f) 187.0 Equity in loss of affiliated companies, net of tax.............................................. (2.8) (2.8) ---------- ------------ ------------ ------------ ---------- Earnings before extraordinary items.............. 143.2 151.8 521.5 325.2 98.7 Preferred stock dividend requirements............ 67.5(2d) 22.5(2e) 45.0 ---------- ------------ ------------ ------------ ---------- Earnings attributable to common stock before extraordinary items.............................. $ 143.2 $ 151.8 $ 589.0 $347.7 $ 53.7 ---------- ------------ ------------ ------------ ---------- ---------- ------------ ------------ ------------ ---------- Weighted average number of common shares......... 120.5 305.0 Earnings per common share before extraordinary items............................................ $ 1.19 $ 0.18(2g)
See notes to unaudited pro forma combined condensed financial statements. - --------------- * See Blockbuster Pro Forma Combined Statements on pages 13 through 18 of this Third Supplement. 9 VIACOM BLOCKBUSTER INC. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1992 (IN MILLIONS, EXCEPT PER SHARE DATA)
PRO FORMA PRO FORMA -------------------------------------- PURCHASER COMBINED DEBIT CREDIT COMBINED HISTORICAL BLOCKBUSTER* ADJUSTMENTS ADJUSTMENTS COMPANY ---------- ------------ ------------ ------------ ---------- Revenues......................................... $ 1,864.7 $ 2,296.5 $ 4,161.2 Expenses: Operating...................................... 854.0 1,806.9 $ 350.4(2a) 2,310.5 Selling, general and administrative............ 518.0 173.5 691.5 $ 350.4(2a) Depreciation and amortization.................. 144.8 163.7(2b) 658.9 ---------- ------------ ------------ ------------ ---------- Total expenses............................ 1,516.8 1,980.4 514.1 350.4 3,660.9 ---------- ------------ ------------ ------------ ---------- Earnings from operations......................... 347.9 316.1 514.1 350.4 500.3 Other income (expense): Interest expense............................... (194.1) (94.0) (288.1) Interest and other investment income........... 9.9 9.9 Other items, net............................... 1.8 17.4 31.8(2c,e) (12.6) ---------- ------------ ------------ ------------ ---------- Total other income (expense).............. (192.3) (66.7) 31.8 (290.8) ---------- ------------ ------------ ------------ ---------- Earnings before income taxes..................... 155.6 249.4 545.9 350.4 209.5 Provision for income taxes....................... 84.8 89.5 0.9(2f) 173.4 Equity in loss of affiliated companies, net of tax.............................................. (4.7) (4.7) ---------- ------------ ------------ ------------ ---------- Earnings before extraordinary items.............. 66.1 159.9 545.9 351.3 31.4 Preferred stock dividend requirements............ 90.0(2d) 30.0(2e) 60.0 ---------- ------------ ------------ ------------ ---------- Earnings (loss) attributable to common stock before extraordinary items....................... $ 66.1 $ 159.9 $ 635.9 $ 381.3 $ (28.6) ---------- ------------ ------------ ------------ ---------- ---------- ------------ ------------ ------------ ---------- Weighted average number of common shares......... 120.2 304.7 Earnings (loss) per common share before extraordinary items.............................. $ 0.55 $ (0.09)(2g)
See notes to unaudited pro forma combined condensed financial statements. - --------------- * See Blockbuster Pro Forma Combined Statements on pages 13 through 18 of this Third Supplement. 10 VIACOM BLOCKBUSTER INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (1) The cost to acquire Blockbuster pursuant to the Blockbuster Merger, the financing of such cost and the determination of the unallocated excess of acquisition cost over the net assets acquired are set forth below. Pursuant to the Blockbuster Merger, holders of shares of Blockbuster Common Stock will be entitled to receive, for each Blockbuster share, (a) .08 of one share of Viacom Class A Common Stock, (b) .60615 of one share of Viacom Class B Common Stock and (c) one variable common right (a "VCR"), which at the January 5, 1994 market price, represents an additional .05929 of one share of Viacom Class B Common Stock. As described in Annex A to the Blockbuster Merger Agreement, the VCR conversion rates vary and could result in the issuance of a maximum of 34.2 million shares of Viacom Class B Common Stock. (a) Total acquisition costs and financing: Viacom Class A Common Stock........................................................ $ 947.9 Viacom Class B Common Stock........................................................ 6,525.6 VCRs............................................................................... 638.3 ---------- Acquisition costs financed......................................................... 8,111.8 Excess value of exchange ratio over exercise price of Blockbuster stock options and warrants......................................................................... 314.5 Blockbuster Merger costs........................................................... 30.0 ---------- Total acquisition costs............................................................ 8,456.3 Blockbuster pro forma net assets as of September 30, 1993.......................... 1,910.1 ---------- Excess of acquisition costs over net assets acquired............................... $ 6,546.2 ---------- ----------
(b) Reflects the issuance of Viacom Preferred Stock to NYNEX for $1.2 billion and Blockbuster for $600 million. (c) Eliminates the intercompany investment by Blockbuster of $600 million of Viacom Preferred Stock and the potential $1.25 billion investment in Viacom Class B Common Stock and related $1.25 billion Blockbuster debt financing. (2) Other pro forma adjustments made to the unaudited combined condensed financial statements reflect the following: (a) Reflects the reclassification of the historical presentation of depreciation and amortization expense of $313.0 million for the nine months ended September 30, 1993 and $350.4 million for the year ended December 31, 1992, to conform the presentations of Purchaser and Blockbuster financial statements. (b) An increase in amortization expense of $122.7 million for the nine months ended September 30, 1993 and $163.7 million for the year ended December 31, 1992, resulting from an increase in intangible assets of approximately $6.5 billion amortized over 40 years. (c) Eliminates the effects of the sale of the Viacom Cablevision of Wisconsin, Inc. system and other non-recurring transactions during 1993 and of the gain relating to certain aspects of the settlement of the Time Warner antitrust lawsuit, net of 1992 legal expenses related to such lawsuit, and the reserve for litigation related to a summary judgment against Purchaser in a dispute with CBS Inc. arising under the 1970 agreement associated with the spin-off of Viacom International by CBS Inc. (d) Reflects the 5% cumulative dividend requirement of the $1.8 million of Viacom Preferred Stock in the amount of $67.5 million and $90 million for the nine months ended September 30, 1993 and year ended December 31, 1992, respectively. (e) Eliminates the 5% cumulative annual dividend requirement on the $600 million intercompany Preferred Stock investment by Blockbuster in the amount of $22.5 million for the nine months ended September 30, 1993 and $30 million for the year ended December 31, 1992. 11 (f) Reflects the income tax effects of pro forma adjustment. The effective income tax rates on a pro forma basis are affected by amortization of excess acquisition costs, which are not deductible for tax purposes. (g) Pro forma earnings (loss) per common share is calculated based on the weighted average number of shares of Viacom Common Stock outstanding and the number of shares of Viacom Common Stock to be issued in exchange for Blockbuster Common Stock, as if the transaction occurred at the beginning of each of the periods presented. The effect of the assumed exercise of stock options and warrants is not material. Conversion of the Viacom Preferred Stock would have an antidilutive effect on earnings per common share and therefore fully diluted earnings per common share is not presented. 12 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS BLOCKBUSTER ENTERTAINMENT CORPORATION AND SUBSIDIARIES, SUPER CLUB RETAIL ENTERTAINMENT CORPORATION AND SUBSIDIARIES, SPELLING ENTERTAINMENT GROUP INC. AND SUBSIDIARIES, SOUND WAREHOUSE, INC. AND SUBSIDIARY AND SHOW INDUSTRIES, INC. The historical financial statements of Blockbuster include the financial position and results of operations of WJB Video Limited Partnership and certain of its affiliates ("WJB"), with which Blockbuster consolidated in August 1993. This transaction has been accounted for under the pooling of interests method of accounting and, accordingly, all of Blockbuster's historical financial data have been restated as if the companies had operated as one entity since inception. The following unaudited pro forma condensed consolidated balance sheet presents the pro forma financial position of Blockbuster as of September 30, 1993 as if the acquisition of Super Club Retail Entertainment Corporation and subsidiaries ("Super Club") had been consummated as of September 30, 1993. The balance sheet also contains pro forma adjustments for certain significant transactions subsequent to September 30, 1993 which transactions have either occurred or may occur in connection with Purchaser's proposed acquisition of the Company. These transactions include a $600,000,000 and a $1,250,000,000 investment in Purchaser, additional borrowings of $1,850,000,000 and the sale of 14,650,000 shares of Blockbuster's common stock in an underwritten public offering and are reflected in the balance sheet as if these transactions had been consummated as of September 30, 1993. Spelling Entertainment Group Inc. and subsidiaries ("Spelling Entertainment"), Sound Warehouse, Inc. and subsidiary ("Sound Warehouse") and Show Industries, Inc. ("Show Industries") are included in Blockbuster's historical balance sheet at September 30, 1993. The following unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 1993 presents the pro forma results of continuing operations of Blockbuster as if the acquisition of Super Club and the majority of the outstanding common stock of Spelling Entertainment as well as the significant transactions referred to above had been consummated at the beginning of the period presented. The following unaudited pro forma condensed consolidated statement of operations for the twelve months ended December 31, 1992 presents the pro forma results of continuing operations of Blockbuster as if the acquisitions of Super Club, Spelling Entertainment, Sound Warehouse and Show Industries as well as the significant transactions referred to above had been consummated at the beginning of the period presented. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the respective historical financial statements and notes thereto of Blockbuster, Super Club, Spelling Entertainment, Sound Warehouse and Show Industries. Income from continuing operations per common and common equivalent share is based on the combined weighted average number of common shares and common share equivalents outstanding which include, where appropriate, the assumed exercise or conversion of warrants and options. In computing income from continuing operations per common and common equivalent share, Blockbuster utilizes the treasury stock method. Computing income from continuing operations per share on a fully diluted basis assumes conversion of Blockbuster's Liquid Yield Option Notes ("LYONs") when dilutive, in which case income from continuing operations is increased for the hypothetical elimination of interest expense, net of tax, related to the LYONs. The increase to income from continuing operations, assuming conversion of the LYONs, was approximately $5,770,000 and the number of shares used to compute income from continuing operations per share on a fully diluted basis was increased by approximately 8,306,000 shares for the twelve months ended December 31, 1992. No such adjustment was necessary for the nine months ended September 30, 1993 as the LYONs were converted to shares of Blockbuster's common stock during this period. 13 The unaudited pro forma condensed consolidated financial statements were prepared utilizing the accounting policies of the respective entities as outlined in their historical financial statements except as described in the accompanying notes. The unaudited pro forma condensed consolidated financial statements reflect Blockbuster's preliminary allocations of purchase prices which will be subject to further adjustments as Blockbuster finalizes the allocations of the purchase prices in accordance with generally accepted accounting principles. All of the aforementioned acquisitions, excluding WJB, were accounted for under the purchase method of accounting. The unaudited pro forma condensed consolidated results of operations do not necessarily reflect actual results which would have occurred if the aforementioned acquisitions had taken place on the assumed dates, nor are they indicative of the results of future combined operations. If either the Merger or the Blockbuster Merger were not to occur, certain pro forma adjustments included in these unaudited pro forma condensed consolidated financial statements would change significantly. 14 BLOCKBUSTER ENTERTAINMENT CORPORATION AND SUBSIDIARIES AND SUPER CLUB RETAIL ENTERTAINMENT CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1993 (IN THOUSANDS)
SUPER CLUB RETAIL ENTERTAINMENT PRO FORMA CORPORATION AS ADJUSTMENTS OF OCTOBER 2, ------------------------ BLOCKBUSTER 1993 COMBINED DEBIT CREDIT PRO FORMA ----------- ---------------- ----------- ----------- ----------- ----------- Current Assets: Cash and cash equivalents.............. $ 63,077 $ 7,394 $ 70,471 $ 70,471 Accounts receivable, less allowance................ 88,460 20,528 108,988 108,988 Merchandise inventories.... 204,691 89,315 294,006 294,006 Film costs and program rights, net.................. 156,924 156,924 156,924 Other...................... 51,694 3,423 55,117 55,117 ----------- ---------------- ----------- ----------- ----------- ----------- Total Current Assets... 564,846 120,660 685,506 685,506 Videocassette rental inventory, net............... 405,834 25,112 430,946 430,946 Property and equipment, net.......................... 445,933 44,790 490,723 490,723 Intangible assets, net..... 784,757 105,810 890,567 $ 30,565(b) $ 105,810(a) 815,322 Investment in Viacom Inc. ........................ 1,850,000(e) 1,850,000 Other assets............... 224,746 1,297 226,043 226,043 ----------- ---------------- ----------- ----------- ----------- ----------- $ 2,426,116 $ 297,669 $ 2,723,785 $ 1,880,565 $ 105,810 $ 4,498,540 ----------- ---------------- ----------- ----------- ----------- ----------- ----------- ---------------- ----------- ----------- ----------- ----------- Current Liabilities: Current portion of long- term debt.................... $ 56,833 $ 1,029 $ 57,862 $ 1,250,000(g) $1,307,862 Accounts payable........... 193,548 58,278 251,826 251,826 Accrued liabilities........ 177,163 11,191 188,354 188,354 Accrued participation expenses..................... 39,249 39,249 39,249 Income taxes payable....... 38,211 720 38,931 38,931 ----------- ---------------- ----------- ----------- ----------- ----------- Total Current Liabilities.................. 505,004 71,218 576,222 1,250,000 1,826,222 Long-term debt............... 438,488 89,845 528,333 $ 513,068(f,i) 600,000(g) 615,265 Other liabilities............ 71,434 311 71,745 71,745 Minority interest in subsidiaries................. 75,207 75,207 75,207 Shareholders' Equity: Preferred stock............ 20,852 20,852 20,852(c) Common stock............... 22,212 174 22,386 174(c) 1,990(d,h) 24,202 Capital in excess of par value........................ 853,967 172,033 1,026,000 172,033(c) 572,128(d,h)1,426,095 Cumulative foreign currency translation adjustment... (37,205) (37,205) (37,205) Retained earnings (deficit)................ 497,009 (56,764) 440,245 56,764(c) 497,009 ----------- ---------------- ----------- ----------- ----------- ----------- Total Shareholders' Equity....................... 1,335,983 136,295 1,472,278 193,059 630,882 1,910,101 ----------- ---------------- ----------- ----------- ----------- ----------- $ 2,426,116 $ 297,669 $ 2,723,785 $ 706,127 $ 2,480,882 $ 4,498,540 ----------- ---------------- ----------- ----------- ----------- ----------- ----------- ---------------- ----------- ----------- ----------- -----------
The accompanying notes are an integral part of this statement. 15 BLOCKBUSTER ENTERTAINMENT CORPORATION AND SUBSIDIARIES, SUPER CLUB RETAIL ENTERTAINMENT CORPORATION AND SUBSIDIARIES AND SPELLING ENTERTAINMENT GROUP INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993 (IN THOUSANDS, EXCEPT PER SHARE DATA)
SUPER CLUB RETAIL SPELLING ENTERTAINMENT ENTERTAINMENT PRO FORMA CORPORATION GROUP INC. ADJUSTMENTS NINE MONTHS THREE MONTHS -------------------- PRO BLOCKBUSTER ENDED 10/2/93 ENDED 3/31/93 COMBINED DEBIT CREDIT FORMA --------- ------------- ------------- --------- --------- --------- --------- Revenue: Rental revenue.......................... $ 931,512 $ 50,576 $ 982,088 $ 982,088 Product sales........................... 404,160 215,912 620,072 620,072 Other revenue........................... 167,635 2,873 $ 51,509 222,017 222,017 --------- ------------- ------------- --------- --------- --------- --------- 1,503,307 269,361 51,509 1,824,177 1,824,177 Operating Costs and Expenses: Cost of product sales................... 260,426 157,050 417,476 417,476 Operating expenses...................... 836,882 100,761 38,049 975,692 $ 14,018(k,l,m)961,674 Selling, general and administrative..... 120,013 21,439 7,737 149,189 149,189 --------- ------------- ------------- --------- --------- --------- --------- Operating Income (loss)................... 285,986 (9,889) 5,723 281,820 14,018 295,838 Interest expense.......................... (24,936) (3,925) (2,437) (31,298) $ 42,776(r) 551(q) (73,523) Interest income........................... 5,572 99 210 5,881 5,881 Other income (expense), net............... (5,580) 992 (883) (5,471) 1,083(j)22,500(s) 15,946 --------- ------------- ------------- --------- --------- --------- --------- Income (loss) before taxes................ 261,042 (12,723) 2,613 250,932 43,859 37,069 244,142 Provision for income taxes................ 98,691 106 1,674 100,471 8,185(t) 92,286 --------- ------------- ------------- --------- --------- --------- --------- Income (loss) from continuing operations................................ $ 162,351 $ (12,829) $ 939 $ 150,461 $ 43,859 $ 45,254 $ 151,856 --------- ------------- ------------- --------- --------- --------- --------- --------- ------------- ------------- --------- --------- --------- --------- Weighted average common and common equivalent shares outstanding............. 212,873 235,827 Income from continuing operations per ========= ========= common and common equivalent share........ $ 0.76 $ 0.64 Weighted average common and common ========= ========= equivalent shares outstanding--assuming full dilution............................. 214,206 237,160 Income from continuing operations per ========= ========== common and common equivalent share-- assuming full dilution.................... $ 0.76 $ 0.64 ========= =========
The accompanying notes are an integral part of this statement. 16 BLOCKBUSTER ENTERTAINMENT CORPORATION AND SUBSIDIARIES, SUPER CLUB RETAIL ENTERTAINMENT CORPORATION AND SUBSIDIARIES, SPELLING ENTERTAINMENT GROUP INC. AND SUBSIDIARIES, SOUND WAREHOUSE, INC. AND SUBSIDIARY AND SHOW INDUSTRIES, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1992 (IN THOUSANDS, EXCEPT PER SHARE DATA)
SUPER CLUB SPELLING SOUND SHOW RETAIL ENTERTAINMENT WAREHOUSE, INDUSTRIES, ENTERTAINMENT GROUP INC. INC. INC. PRO FORMA CORPORATION TWELVE MONTHS TEN MONTHS TEN MONTHS ADJUSTMENTS TWELVE MONTHS ENDED ENDED ENDED --------- BLOCKBUSTER ENDED 4/3/93 12/31/92 10/31/92 10/31/92 COMBINED DEBIT ----------- -------------- ------------- ------------- ------------- ---------- --------- Revenue: Rental revenue.......... $ 969,333 $ 68,223 $ 21,213 $ 22,300 $1,081,069 Product sales........... 298,338 312,940 218,383 75,607 905,268 Television programming revenue................... $ 258,519 258,519 Royalties and other fees...................... 48,173 3,541 51,714 ----------- -------------- ------------- ------------- ------------- ---------- --------- 1,315,844 384,704 258,519 239,596 97,907 2,296,570 Operating Costs and Expenses: Cost of product sales... 196,175 222,676 142,901 49,362 611,114 Operating expenses...... 763,220 133,945 216,687 77,011 45,814 1,236,677 Selling, general and administrative............ 113,587 27,166 12,207 12,612 7,865 173,437 ----------- -------------- ------------- ------------- ------------- ---------- --------- Operating income (loss)... 242,862 917 29,625 7,072 (5,134) 275,342 Interest expense.......... (17,793) (6,690) (9,891) (10,759) (3,532) (48,665) $ 57,035(r) Interest income........... 7,044 119 2,488 255 9,906 Other income (expense), net....................... (893) 187 (5,120) (5,826) 6,757(j) ----------- -------------- ------------- ------------- ------------- ---------- --------- Income (loss) before taxes..................... 231,220 (5,467) 17,102 (3,432) (8,666) 230,757 63,792 Provision for (benefit of) income taxes.............. 82,951 314 9,185 (287) 92,163 ----------- -------------- ------------- ------------- ------------- ---------- --------- Income (loss) from continuing operations..... $ 148,269 $ (5,781) $ 7,917 $ (3,145) $ (8,666) $ 138,594 $ 63,792 ----------- -------------- ------------- ------------- ------------- ---------- --------- ----------- -------------- ------------- ------------- ------------- ---------- --------- Weighted average common and common equivalent shares outstanding........ 192,427 ----------- ----------- Income from continuing operations per common and common equivalent share..................... $ 0.77 ----------- ----------- Weighted average common and common equivalent shares outstanding-- assuming full dilution.... 202,314 ----------- ----------- Income from continuing operations per common and common equivalent share--assuming full dilution.................. $ 0.76 ----------- ----------- PRO CREDIT FORMA --------- ---------- Revenue: Rental revenue.......... $1,081,069 Product sales........... 905,268 Television programming revenue................... 258,519 Royalties and other fees...................... 51,714 --------- ---------- 2,296,570 Operating Costs and Expenses: Cost of product sales... 611,114 Operating expenses...... $40,712(k-p)1,195,965 Selling, general and administrative............ 173,437 --------- ---------- Operating income (loss)... 40,712 316,054 Interest expense.......... 11,722(q) (93,978) Interest income........... 9,906 Other income (expense), net....................... 30,000(s) 17,417 --------- ---------- Income (loss) before taxes..................... 82,434 249,399 Provision for (benefit of) income taxes.............. 2,629(t) 89,534 --------- ---------- Income (loss) from continuing operations..... $ 85,063 $ 159,865 --------- ---------- --------- ---------- Weighted average common and common equivalent shares outstanding........ 225,267 ---------- ---------- Income from continuing operations per common and common equivalent share..................... $ 0.71 ---------- ---------- Weighted average common and common equivalent shares outstanding-- assuming full dilution.... 235,154 ---------- ---------- Income from continuing operations per common and common equivalent share--assuming full dilution.................. $ 0.70 ---------- ----------
The accompanying notes are an integral part of this statement. 17 NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (a) Represents an entry to eliminate the historical intangible assets of Super Club. (b) Represents an entry to record intangible assets resulting from the preliminary allocation of the purchase price for Super Club. (c) Represents an entry to eliminate the prior equity balances of Super Club. (d) Represents the recording of equity resulting from Blockbuster's issuance of its common stock to the sellers of Super Club. (e) Represents Blockbuster's investment in Purchaser. (f) Represents the elimination of Super Club related party payables excluded from the purchase transaction. (g) Represents additional debt incurred by Blockbuster which was used to fund Blockbuster's investment in Purchaser. (h) Represents the recording of equity resulting from the sale of 14,650,000 shares of Blockbuster's common stock in an underwritten public offering in November 1993. (i) Represents proceeds from Blockbuster's equity sale which were used to reduce its existing indebtedness. (j) Represents the recording of the minority interest resulting from Blockbuster's purchase of the majority of the outstanding common stock of Spelling Entertainment. (k) Represents a net adjustment related to the elimination of the historical amortization of intangible assets and the recording of amortization, on a straight-line basis, on the intangible assets resulting from the preliminary purchase price allocations of the acquired entities. Intangible assets resulting from the purchase of Super Club, Spelling Entertainment, Sound Warehouse and Show Industries are being amortized over a 40 year life which approximates their useful lives. (l) Represents reductions to programming and distribution, depreciation and occupancy expenses resulting from preliminary purchase price allocations which reflect the fair market value of various assets and liabilities related to Spelling Entertainment. (m) Represents an estimate of cost savings to be realized from the consolidation of certain Super Club, Sound Warehouse and Show Industries operational and administrative functions, including the elimination of duplicate facilities and personnel, and management fees previously charged by related affiliates. (n) Represents a reduction to videocassette rental inventory amortization expense due to adjustments to the carrying value of Sound Warehouse and Show Industries' videocassette rental inventory as a result of the preliminary purchase price allocations and the assignment of remaining useful lives. (o) Represents a reduction to property and equipment depreciation expense resulting from adjustments to the carrying value of Sound Warehouse and Show Industries' property and equipment as a result of preliminary purchase price allocations and the assignment of remaining useful lives. (p) Represents the elimination of the amortization of deferred financing costs of Sound Warehouse and Show Industries. (q) Represents the reduction in interest expense resulting from the revaluation of outstanding indebtedness of Spelling Entertainment, Sound Warehouse and Show Industries by Blockbuster at current interest rates. (r) Represents additional interest expense resulting from Blockbuster's additional borrowings used to fund its investment in Purchaser. (s) Represents dividend income related to a portion of Blockbuster's investment in Purchaser. (t) Represents the incremental change in the combined entity's provision for income taxes as a result of the pretax earnings of Super Club, Spelling Entertainment, Sound Warehouse and Show Industries and all pro forma adjustments as described above.
18 Other. Steven R. Berrard, Vice Chairman, President, Chief Operating Officer and a Director of Blockbuster, is the beneficial owner of 5,000 Shares of the Company, all of which were acquired more than six months prior to the date of this Third Supplement. Such Shares constitute approximately 4/1000 of one percent of the outstanding Shares. 8. MISCELLANEOUS. Purchaser has filed with the Commission amendments to the Schedule 14D-1 pursuant to Rule 14d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, furnishing certain additional information with respect to the Offer, and may file further amendments thereto. The Schedule 14D-1 and any amendments thereto, including exhibits, may be inspected at, and copies may be obtained from, the same places and in the same manner as set forth in Section 7 of the Offer to Purchase (except that they will not be available at the regional offices of the Commission). VIACOM INC. January 18, 1994 19 ANNEX I VIACOM INC. CONTINGENT VALUE RIGHTS ("CVRs") ISSUER:............................. Viacom Inc. ("Viacom") PAYMENT AT MATURITY:................ Following the maturity of a CVR, the holder of such CVR (the "CVR Holder") shall have the right to receive the amount, if any, by which the Target Price exceeds the greater of the Current Market Value and the Minimum Price (each as defined below). The CVRs shall mature on the Maturity Date unless otherwise extended to the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be (each as defined below). FORM OF PAYMENT:.................... Viacom, at its option, may pay any amount due under the terms of the CVRs to the CVR Holders in cash or in the equivalent fair market value (as determined by an independent nationally recognized investment bank) of registered securities of Viacom, including, without limitation, common stock, preferred stock, notes or other securities. TARGET PRICE:....................... "Target Price" means (i) at the Maturity Date, $48.00, (ii) at the First Extended Maturity Date, $51.00 and (iii) at the Second Extended Maturity Date, $55.00. In each case, such Target Prices shall be adjusted upon the occurrence of any event described in the Section entitled "Antidilution" set forth below. CURRENT MARKET VALUE:............... "Current Market Value" means (i) with respect to the Maturity Date and the First Extended Maturity Date, the median of the averages of the closing prices on the American Stock Exchange (or such other exchange on which such shares are then listed) of shares of Viacom's Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), during each 20 consecutive trading day period that both begins and ends in the Valuation Period and (ii) with respect to the Second Extended Maturity Date, the average of the closing prices on the American Stock Exchange (or such other exchange on which such shares are then listed) of the Class B Common Stock during the 20 consecutive trading days in the Valuation Period which yield the highest such average of the closing prices for any such 20 consecutive trading day period within the Valuation Period. "Valuation Period" means the 60 trading day period immediately preceding (and including) the Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, as the case may be. MINIMUM PRICE:...................... "Minimum Price" means $38.00, subject to adjustment upon the occurrence of any event described in the Section entitled "Antidilution" set forth below. MATURITY DATE; EXTENSIONS THEREOF:............... "Maturity Date" means the first anniversary of the effective time (the "Effective Time") of the merger between Viacom and Paramount Communications Inc. (the "Merger"); provided, however, that Viacom, at its option, may (i) extend the Maturity Date to the second anniversary of the Effective Time (the "First
Extended Maturity Date") and (ii) extend the First Extended Maturity Date to the third anniversary of the Effective Time (the "Second Extended Maturity Date"). Viacom shall exercise either such option to extend by publishing notice of such exercise in the Wall Street Journal (Eastern Edition), or if the Wall Street Journal is not then published, such other newspaper with general circulation in the City of New York, New York no later than one business day preceding the Maturity Date or First Extended Maturity Date, as the case may be. NO INTEREST:........................ Other than in the case of interest on the Default Amount (as defined below), no interest shall accrue on any amounts payable to the CVR Holders pursuant to the terms of the CVRs. DISPOSITION PAYMENT:................ Following the consummation of a Disposition (as defined below), Viacom shall pay to each CVR Holder for each CVR held by such CVR Holder an amount, if any, by which the Discounted Target Price (as defined below) exceeds the greater of (a) the fair market value (as determined by an independent nationally recognized investment banking firm) of the consideration, if any, received by holders of Class B Common Stock for each share of Class B Common Stock held by such holder as a result of such Disposition and (b) the Minimum Price. DISPOSITIONS:....................... "Disposition" means (a) a merger, consolidation or other business combination involving Viacom as a result of which no shares of Class B Common Stock shall remain outstanding, (b) a sale, transfer or other disposition, in one or a series of transactions, of all or substantially all of the assets of Viacom or (c) a reclassification of Class B Common Stock as any other capital stock of Viacom or any other person. ACCELERATION UPON EVENT OF DEFAULT:................. If an Event of Default (as defined below) occurs and is continuing, either the bank or trust company acting as the trustee (the "Trustee") or CVR Holders holding at least 25% of the outstanding CVRs, by notice to Viacom (and to the Trustee if given by CVR Holders), may declare the CVRs to be due and payable, and upon any such declaration, the Default Amount shall become due and payable and, thereafter, shall bear interest at an interest rate of 8% per annum until payment is made to the Trustee. "Default Amount" means the amount, if any, by which the Discounted Target Price exceeds the Minimum Price. DISCOUNTED TARGET PRICE:............ "Discounted Target Price" means (a) if a Disposition or an Event of Default shall occur prior to the Maturity Date, $48.00, discounted to the Disposition Payment Date (as defined below) or the Default Payment Date (as defined below), as the case may be, at a per annum rate of 8%; (b) if a Disposition or an Event of Default shall occur after the Maturity Date but prior to the First Extended Maturity Date, $51.00 discounted to the date of the Disposition Payment Date or Default Payment Date, as the case may be, at a per annum rate of 8%; or (c) if a Disposition or an Event of Default shall occur after the First Extended Maturity Date but prior to the Second Extended Maturity Date, $55.00 discounted to the Disposition Payment Date or Default Payment
2 Date, as the case may be, at a per annum rate of 8%. In each case, the Discounted Target Price and the Minimum Price shall be adjusted upon the occurrence of any event described in the Section entitled "Antidilution" set forth below. "Disposition Payment Date", with respect to a Disposition, means the date established by Viacom for payment of the amount due on the CVRs in respect of such Disposition, which in no event shall be more than 30 days after the date on which such Disposition was consummated. "Default Payment Date" means the date on which the CVRs become due and payable upon the declaration thereof following an Event of Default. EVENTS OF DEFAULT:.................. "Event of Default", with respect to the CVRs, means any of the following which shall have occurred and be continuing: (a) default in the payment of all or any part of the amounts payable in respect of any of the CVRs as and when the same shall become due and payable following the Maturity Date, the First Extended Maturity Date or the Second Extended Maturity Date, the Disposition Payment Date or otherwise; (b) material default in the performance, or material breach, of any material covenant or warranty of Viacom, and continuance of such material default or breach for a period of 90 days after written notice has been given to Viacom by the Trustee or to Viacom and the Trustee by CVR Holders holding at least 25% of the outstanding CVRs; or (c) certain events of bankruptcy, insolvency, reorganization or other similar events in respect of Viacom. ANTIDILUTION:....................... If Viacom shall in any manner subdivide (by stock split, stock dividend or otherwise) or combine (by reverse stock split or otherwise) the number of outstanding shares of Class B Common Stock, Viacom shall correspondingly subdivide or combine the CVRs and shall appropriately adjust the Target Price, the Minimum Price and the Discounted Target Price. TRADING:............................ None of Viacom, National Amusements, Inc. or any of their affiliates shall trade in shares of Class B Common Stock during the period commencing 10 trading days before the Valuation Period and ending on the last day of the Valuation Period, except with respect to employee benefit plans and other incentive compensation arrangements. NO FRACTIONAL CVRS:................. No fraction of a CVR will be issued in the Merger. In lieu thereof, a cash payment will be made in an amount equivalent to the fair market value of the fraction of the CVR. CVR AGREEMENT:...................... The CVRs will be issued pursuant to a CVR Agreement between Viacom and the Trustee. Viacom shall use its reasonable best efforts to cause the CVR Agreement to be qualified under the Trust Indenture Act of 1939, as amended. REGISTRATION/LISTING:............... The CVRs will be issued in registered form, and Viacom shall use its reasonable best efforts to list the CVRs on the American Stock Exchange (or such other securities exchange on which the shares of Class B Common Stock are then listed). NATURE AND RANKING OF CVRS:......... The CVRs are unsecured obligations of Viacom and will rank equally with all other unsecured obligations of Viacom.
3 Facsimiles of Letters of Transmittal will be accepted. The Letter of Transmittal and certificates evidencing Shares and any other required documents should be sent or delivered by each stockholder or his broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below. FIRST CHICAGO TRUST COMPANY OF NEW YORK By Hand or By Mail: By Facsimile: Overnight Courier: P.O. Box 2562 (201) 222-4720 14 Wall Street, Mail Suite 4660 or 8th Floor Jersey City, New Jersey (201) 222-4721 Suite 4680 07303-2562 Confirm by Telephone: New York, New York 10005 (201) 222-4707
Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers listed below. Additional copies of the Offer to Purchase, this Third Supplement, the revised (Orange) Letter of Transmittal and the revised (Yellow) Notice of Guaranteed Delivery may be obtained from the Information Agent. A stockholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. The Information Agent for the Offer is: GEORGESON & COMPANY INC. [LOGO] Wall Street Plaza New York, New York 10005 Bankers and Brokers call (212) 509-6240 (collect) (212) 440-9800 Call Toll Free: 1-800-223-2064 The Dealer Manager for the Offer is: SMITH BARNEY SHEARSON INC. 1345 Avenue of the Americas 48th Floor New York, NY 10105 (212) 698-8455
                             LETTER OF TRANSMITTAL
                        TO TENDER SHARES OF COMMON STOCK
                                       OF

                         PARAMOUNT COMMUNICATIONS INC.
                       PURSUANT TO THE OFFER TO PURCHASE
                            DATED OCTOBER 25, 1993,
                             THE SUPPLEMENT THERETO
                            DATED NOVEMBER 8, 1993,
                         THE SECOND SUPPLEMENT THERETO
                             DATED JANUARY 7, 1994
                        AND THE THIRD SUPPLEMENT THERETO
                             DATED JANUARY 18, 1994

 
                                       OF
 
                                  VIACOM INC.
 

    THE OFFER IS EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
   WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 31,
                  1994, UNLESS THE OFFER IS FURTHER EXTENDED.

 
                        THE DEPOSITARY FOR THE OFFER IS:
                    FIRST CHICAGO TRUST COMPANY OF NEW YORK
 
                                                                                        
                                                           By Facsimile
                 By Mail:                                 Transmission:                       By Hand or Overnight Courier:
              P.O. Box 2562                               (201) 222-4720                             14 Wall Street,
              Suite Box 4660                                    or                                      8th Floor
         Jersey City, New Jersey                          (201) 222-4721                                Suite 4680
                07303-2562                                                                       New York, New York 10005
                                                      Confirm by Telephone:
                                                          (201) 222-4707
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. While the previously circulated (Yellow), (Green) or (Orange) Letters of Transmittal refer to the Offer to Purchase dated October 25, 1993, the Supplement thereto dated November 8, 1993, and the Second Supplement thereto dated January 7, 1994, stockholders making use thereof to tender their Shares will nevertheless receive $107 per Share for each Share validly tendered and not withdrawn and accepted for payment pursuant to the Offer, subject to the conditions of the Offer. Stockholders who have previously validly tendered and have not withdrawn their Shares pursuant to the Offer are not required to take any further action to receive the increased tender price of $107 per Share. This revised Letter of Transmittal or one of the previously circulated (Yellow), (Green) or (Orange) Letters of Transmittal is to be completed by stockholders either if certificates evidencing Shares (as defined below) are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC"), the Midwest Securities Trust Company ("MSTC") or the Philadelphia Depository Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and collectively, the "Book-Entry Transfer Facilities") pursuant to the book-entry transfer procedure described in Section 3 of the Offer to Purchase (as defined below). DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Stockholders whose certificates evidencing Shares ("Share Certificates") are not immediately available or who cannot deliver their Share Certificates and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase) or who cannot complete the procedure for delivery by book-entry transfer on a timely basis and who wish to tender their Shares must do so pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. See Instruction 2. / / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING: Name of Tendering Institution _________________________________________ Check Box of Applicable Book-Entry Transfer Facility: (CHECK ONE) / / DTC / / MSTC / / PDTC Account Number _______________________ Transaction Code Number _____________ / / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) ___________________________________________ Window Ticket No. (if any) _________________________________________________ Date of Execution of Notice of Guaranteed Delivery _________________________ Name of Institution which Guaranteed Delivery ______________________________
DESCRIPTION OF SHARES TENDERED NAMES(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARE CERTIFICATE(S) AND SHARE(S) TENDERED APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY) TOTAL NUMBER OF SHARES SHARE EVIDENCED BY NUMBER OF CERTIFICATE SHARE SHARES NUMBER(S)* CERTIFICATE(S)* TENDERED** Total Shares..................
* Need not be completed by stockholders delivering Shares by book-entry transfer. ** Unless otherwise indicated, it will be assumed that all Shares evidenced by each Share Certificate delivered to the Depositary are being tendered hereby. See Instruction 4. NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to Viacom Inc., a Delaware corporation ("Purchaser"), the above-described shares of Common Stock, par value $1.00 per share, of Paramount Communications Inc., a Delaware corporation (the "Company") (all shares of such Common Stock from time to time outstanding being, collectively, the "Shares") pursuant to Purchaser's offer to purchase 61,657,432 Shares, or such greater number of Shares as equals 50.1% of the Shares outstanding plus the Shares issuable upon the exercise of the then exercisable stock options, as of the expiration of the Offer, at $107 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 25, 1993 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto dated November 8, 1993 (the "First Supplement"), the Second Supplement thereto dated January 7, 1994 (the "Second Supplement") and the Third Supplement thereto dated January 18, 1994 (the "Third Supplement"; and together with the First Supplement and the Second Supplement, the "Supplements"), receipt of which is hereby acknowledged, and in the related Letters of Transmittal (which together constitute the "Offer"). The undersigned understands that Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer. Subject to, and effective upon, acceptance for payment of the Shares tendered herewith, in accordance with the terms of the Offer (including, if the Offer is further extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares that are being tendered hereby and all dividends, distributions (including, without limitation, distributions of additional Shares) and rights declared, paid or distributed in respect of such Shares on or after October 24, 1993, except for regular quarterly dividends on the Shares declared and payable consistent with past practice in an aggregate amount not in excess of $.20 per Share (collectively, "Distributions"), and irrevocably appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and all Distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver Share Certificates evidencing such Shares and all Distributions, or transfer ownership of such Shares and all Distributions on the account books maintained by a Book-Entry Transfer Facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares and all Distributions for transfer on the books of the Company and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and all Distributions, all in accordance with the terms of the Offer. The undersigned hereby irrevocably appoints Frank J. Biondi, Jr. and Philippe P. Dauman, and each of them, as the attorneys and proxies of the undersigned, each with full power of substitution, to vote in such manner as each such attorney and proxy or his substitute shall, in his sole discretion, deem proper and otherwise act (by written consent or otherwise) with respect to all the Shares tendered hereby which have been accepted for payment by Purchaser prior to the time of such vote or other action and all Shares and other securities issued in Distributions in respect of such Shares, which the undersigned is entitled to vote at any meeting of stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise. This proxy and power of attorney is coupled with an interest in the Shares tendered hereby, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of such Shares by Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall revoke all other proxies and powers of attorney granted by the undersigned at any time with respect to such Shares (and all Shares and other securities issued in Distributions in respect of such Shares), and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the undersigned with respect thereto. The undersigned understands that, in order for Shares to be deemed validly tendered, immediately upon Purchaser's acceptance of such Shares for payment, Purchaser must be able to exercise full voting and other rights with respect to such Shares, including, without limitation, voting at any meeting of the Company's stockholders then scheduled. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, that the tender of the tendered Shares complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and that when such Shares are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances, and that none of such Shares and Distributions will be subject to any adverse claim. The undersigned, upon request, shall execute and deliver all additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby, or deduct from such purchase price, the amount or value of such Distribution as determined by Purchaser in its sole discretion. No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer. Purchaser's acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer. Unless otherwise indicated herein in the box entitled "Special Payment Instructions", please issue the check for the purchase price of all Shares purchased, and return all Share Certificates evidencing Shares not purchased or not tendered in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered". Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions", please mail the check for the purchase price of all Shares purchased and all Share Certificates evidencing Shares not tendered or not purchased (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of Shares Tendered". In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and return all Share Certificates evidencing Shares not purchased or not tendered in the name(s) of, and mail such check and Share Certificates to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled "Special Payment Instructions", please credit any Shares tendered hereby and delivered by book-entry transfer, but which are not purchased by crediting the account at the Book-Entry Transfer Facility designated above. The undersigned recognizes that Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not purchase any of the Shares tendered hereby. SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if the check for the purchase price of Shares purchased or Share Certificates evidencing Shares not tendered or not purchased are to be issued in the name of someone other than the undersigned, or if Shares tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by credit to an account at one of the Book-Entry Transfer Facilities other than that designated above. Issue / / check / / Share Certificate(s) to: Name ......................................................................... (PLEASE PRINT) ............................................................................ Address ...................................................................... ............................................................................. (ZIP CODE) ............................................................................. (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) / / Credit Shares delivered by book-entry transfer and not purchased to the account set forth below: Check appropriate box: / / DTC / / MSTC / / PDTC Account Number ................................................................. SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if the check for the purchase price of Shares purchased or Share Certificates evidencing Shares not tendered or not purchased are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown under "Description of Shares Tendered". Mail / / check / / Share Certificates(s) to: Name ......................................................................... (PLEASE PRINT) ............................................................................. Address ...................................................................... ............................................................................. (ZIP CODE) IMPORTANT STOCKHOLDERS: SIGN HERE (PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE) ______________________________________________________________________________ ______________________________________________________________________________ SIGNATURE(S) OF HOLDER(S) Dated:______________________________ , 199_ (Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificates or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.) Name(s):______________________________________________________________________ ______________________________________________________________________________ (PLEASE PRINT) Capacity (full title):________________________________________________________ Address:______________________________________________________________________ ______________________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone No.:__________________________________________________ Taxpayer Identification or Social Security No.:_______________________________ (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) GUARANTEE OF SIGNATURE(S) (IF REQUIRED--SEE INSTRUCTIONS 1 AND 5) FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE BELOW. INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be medallion guaranteed by a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., by a commercial bank or trust company having an office or correspondent in the United States, or by any other "eligible guarantor institution", as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing being referred to as an "Eligible Institution"), unless (i) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered hereby and such holder(s) has (have) completed neither the box entitled "Special Payment Instructions" nor the box entitled "Special Delivery Instructions" on the reverse hereof or (ii) such Shares are tendered for the account of an Eligible Institution. See Instruction 5. 2. Delivery of Letter of Transmittal and Share Certificates. This Letter of Transmittal is to be used either if Share Certificates are to be forwarded herewith or if Shares are to be delivered by book-entry transfer pursuant to the procedure set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing all physically tendered Shares, or a confirmation of a book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility of all Shares delivered by book-entry transfer as well as a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the reverse hereof prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase). If Share Certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. Stockholders whose Share Certificates are not immediately available, who cannot deliver their Share Certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis may tender their Shares pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, must be received by the Depositary prior to the Expiration Date; and (iii) the Share Certificates evidencing all physically delivered Shares in proper form for transfer by delivery, or a confirmation of a book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility of all Shares delivered by book-entry transfer, in each case together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary within five New York Stock Exchange, Inc. ("NYSE") trading days after the date of execution of such Notice of Guaranteed Delivery, all as described in Section 3 of the Offer to Purchase. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. By execution of this Letter of Transmittal (or a facsimile hereof), all tendering stockholders waive any right to receive any notice of the acceptance of their Shares for payment. 3. Inadequate Space. If the space provided herein under "Description of Shares Tendered" is inadequate, the Share Certificate numbers, the number of Shares evidenced by such Share Certificates and the number of Shares tendered should be listed on a separate schedule and attached hereto. 4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If fewer than all the Shares evidenced by any Share Certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares which are to be tendered in the box entitled "Number of Shares Tendered". In such cases, new Share Certificate(s) evidencing the remainder of the Shares that were evidenced by the Share Certificates delivered to the Depositary herewith will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled "Special Delivery Instructions" on the reverse hereof, as soon as practicable after the expiration or termination of the Offer. All Shares evidenced by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificates evidencing such Shares without alteration, enlargement or any other change whatsoever. If any Share tendered hereby is owned of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Shares. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of Share Certificates or separate stock powers are required, unless payment is to be made to, or Share Certificates evidencing Shares not tendered or not purchased are to be issued in the name of, a person other than the registered holder(s), in which case the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificate(s). Signatures on such Share Certificate(s) and stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of such person's authority so to act must be submitted. 6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, Purchaser will pay all stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or Share Certificate(s) evidencing Shares not tendered or not purchased are to be issued in the name of, a person other than the registered holder(s), the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased, unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates evidencing the Shares tendered hereby. 7. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares tendered hereby is to be issued, or Share Certificate(s) evidencing Shares not tendered or not purchased are to be issued, in the name of a person other than the person(s) signing this Letter of Transmittal or if such check or any such Share Certificate is to be sent to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled "Description of Shares Tendered" on the reverse hereof, the appropriate boxes on the reverse of this Letter of Transmittal must be completed. Stockholders delivering Shares tendered hereby by book-entry transfer may request that Shares not purchased be credited to such account maintained at a Book-Entry Transfer Facility as such stockholder may designate in the box entitled "Special Payment Instructions" on the reverse hereof. If no such instructions are given, all such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated on the reverse hereof as the account from which such Shares were delivered. 8. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. Additional copies of the Offer to Purchase, the Supplements, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies. 9. Substitute Form W-9. Each tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 which is provided under "Important Tax Information" below, and to certify, under penalties of perjury, that such number is correct and that such stockholder is not subject to backup withholding of federal income tax. If a tendering stockholder has been notified by the Internal Revenue Service that such stockholder is subject to backup withholding, such stockholder must cross out item (2) of the Certification box of the Substitute Form W-9, unless such stockholder has since been notified by the Internal Revenue Service that such stockholder is no longer subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to 31% federal income tax withholding on the payment of the purchase price of all Shares purchased from such stockholder. If the tendering stockholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such stockholder should write "Applied For" in the space provided for the TIN in Part I of the Substitute Form W-9, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% on all payments of the purchase price to such stockholder until a TIN is provided to the Depositary. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF, PROPERLY COMPLETED AND DULY EXECUTED, (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE. IMPORTANT TAX INFORMATION Under the federal income tax law, a stockholder whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with such stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is an individual, the TIN is such stockholder's social security number. If the Depositary is not provided with the correct TIN, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding of 31%. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such individual must submit a statement, signed under penalties of perjury, attesting to such individual's exempt status. Forms of such statements can be obtained from the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold 31% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of such stockholder's correct TIN by completing the form below certifying (a) that the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), and (b) that (i) such stockholder has not been notified by the Internal Revenue Service that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such stockholder that such stockholder is no longer subject to backup withholding. WHAT NUMBER TO GIVE THE DEPOSITARY The stockholder is required to give the Depositary the social security number or employer identification number of the record holder of the Shares tendered hereby. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write "Applied For" in the space provided for the TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% of all payments of the purchase price to such stockholder until a TIN is provided to the Depositary. PAYER'S NAME: FIRST CHICAGO TRUST COMPANY OF NEW YORK Part I--Taxpayer Identification Number-- SUBSTITUTE For all accounts, enter taxpayer ________________________________ identification number in the box at right. Social Security Number FORM W-9 (For most individuals, this is your social security number. If you do not have a OR______________________________ DEPARTMENT OF THE number, see Obtaining a Number in the Employer Identification TREASURY enclosed Guidelines.) Certify by signing Number INTERNAL REVENUE and dating below. SERVICE Note: If the account is in more than one (If awaiting TIN write name, see the chart in the enclosed "Applied For") Guidelines to determine which number to give the payer. Payer's Request for Part II--For Payees Exempt From Backup Withholding, Taxpayer Identification see the enclosed Guidelines and complete as Number (TIN) instructed therein.
Certification--Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. Certificate Instructions--You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.) SIGNATURE DATE ,199 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. The Information Agent for the Offer is: [GEORGESON LOGO] Wall Street Plaza New York, New York 10005 Bankers and Brokers call (212) 509-6240 (collect) (212) 440-9800 Call Toll Free: 1-800-223-2064 The Dealer Manager for the Offer is: SMITH BARNEY SHEARSON INC. 1345 Avenue of the Americas 48th Floor New York, NY 10105 (212) 698-8455 January 18, 1994

                         NOTICE OF GUARANTEED DELIVERY
                                      FOR
                        TENDER OF SHARES OF COMMON STOCK
                                       OF
                         PARAMOUNT COMMUNICATIONS INC.
                   (NOT TO BE USED FOR SIGNATURE GUARANTEES)
 
     This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) (i) if certificates
("Share Certificates") evidencing shares of Common Stock, par value $1.00 per
share (the "Shares"), of Paramount Communications Inc., a Delaware corporation
(the "Company"), are not immediately available, (ii) if Share Certificates and
all other required documents cannot be delivered to First Chicago Trust Company
of New York, as Depositary (the "Depositary"), prior to the Expiration Date (as
defined in Section 1 of the Offer to Purchase (as defined below)) or (iii) if
the procedure for delivery by book-entry transfer cannot be completed on a
timely basis. This Notice of Guaranteed Delivery may be delivered by hand or
mail or transmitted by telegram or facsimile transmission to the Depositary. See
Section 3 of the Offer to Purchase.
 
                        THE DEPOSITARY FOR THE OFFER IS:
                    FIRST CHICAGO TRUST COMPANY OF NEW YORK
                                                  
                                   By Facsimile
      By Mail:                     Transmission:               By Hand or Overnight Courier:
   P.O. Box 2562                  (201) 222-4720                       14 Wall Street,
   Suite Box 4660                       or                                8th Floor
Jersey City, New Jersey           (201) 222-4721                          Suite 4680
    07303-2562                 Confirm by Telephone:                New York, New York 10005
                                  (201) 222-4707
Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above, or transmission of instructions via facsimile transmission other than as set forth above, will not constitute a valid delivery. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Viacom Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 25, 1993 (the "Offer to Purchase"), as amended and supplemented by the Supplement thereto dated November 8, 1993 (the "First Supplement"), the Second Supplement thereto dated January 7, 1994 (the "Second Supplement") and the Third Supplement thereto dated January 18, 1994 (the "Third Supplement; together with the First Supplement and the Second Supplement, the "Supplements"), and the related Letters of Transmittal (which together constitute the "Offer"), receipt of each of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. Number of Shares: ____________________ _______________________________ _______________________________ Signature(s) of Holder(s) Certificate Nos. (If Available): Dated: ____________________________, 1994 Name(s) of Holders: _______________________________ _______________________________ Please Type or Print Check one box if Shares will be delivered by book-entry transfer: _______________________________ Address / / The Depository Trust Company / / Midwest Securities Trust Company _______________________________ Zip Code / / Philadelphia Depository Trust Company Account No. _________________________ _______________________________ Area Code and Telephone No. GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or which is a commercial bank or trust company having an office or correspondent in the United States, guarantees to deliver to the Depositary, at one of its addresses set forth above, Share Certificates evidencing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company, the Midwest Securities Trust Company or the Philadelphia Depository Trust Company, in each case with delivery of a Letter of Transmittal (or facsimile thereof) properly completed and duly executed, and any other required documents, all within five New York Stock Exchange, Inc. trading days of the date hereof. _______________________________ _______________________________ Name of Firm Authorized Signature _______________________________ _______________________________ Address Title _______________________________ Name:__________________________ Zip Code Please Type or Print _______________________________ Dated:___________________, 199_ Area Code and Telephone No. DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
                                  VIACOM INC.
 

                         HAS INCREASED THE PRICE OF ITS
                           OFFER TO PURCHASE FOR CASH
                       61,657,432 SHARES OF COMMON STOCK
                                       OF

                         PARAMOUNT COMMUNICATIONS INC.
                                       TO

                               $107 NET PER SHARE

 

   THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL
   RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY,
   JANUARY 31, 1994, UNLESS THE OFFER IS FURTHER EXTENDED.

 

                                                                January 18, 1994

 
To Brokers, Dealers, Commercial Banks,
  Trust Companies and Other Nominees:
 

     We have been appointed by Viacom Inc., a Delaware corporation
("Purchaser"), to act as Dealer Manager in connection with Purchaser's offer to
purchase 61,657,432 shares of Common Stock, par value $1.00 per share (the
"Shares"), of Paramount Communications Inc., a Delaware corporation (the
"Company"), or such greater number of Shares as equals 50.1% of the Shares
outstanding plus the Shares issuable upon the exercise of the then exercisable
stock options, as of the expiration of the Offer, at a price of $107 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"), as amended and supplemented by the Supplement thereto dated November
8, 1993 (the "First Supplement"), the Second Supplement thereto dated January 7,
1994, and the Third Supplement thereto dated January 18, 1994 (the "Third
Supplement"; and together with the First Supplement and the Second Supplement,
the "Supplements") and in the related Letters of Transmittal (which together
constitute the "Offer"). Please furnish copies of the enclosed materials to
those of your clients for whose accounts you hold Shares registered in your name
or in the name of your nominee.

 

     THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, 61,657,432 SHARES, OR
SUCH GREATER NUMBER OF SHARES AS EQUALS 50.1% OF THE SHARES OUTSTANDING PLUS THE
SHARES ISSUABLE UPON THE EXERCISE OF THE THEN EXERCISABLE STOCK OPTIONS, AS OF
THE EXPIRATION OF THE OFFER, BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO
THE EXPIRATION OF THE OFFER. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND
CONDITIONS.

 
     Enclosed for your information and use are copies of the following
documents:
 

     1. The Third Supplement, dated January 18, 1994;

 

     2. The revised (Orange) Letter of Transmittal to be used by holders of
Shares in accepting the Offer and tendering Shares;

 
     3. The revised (Yellow) Notice of Guaranteed Delivery to be used to accept
the Offer if the Shares and all other required documents are not immediately
available or cannot be delivered to First Chicago Trust Company of New York (the
"Depositary") by the Expiration Date (as defined in the Third Supplement) or if
the procedure for book-entry transfer cannot be completed by the Expiration
Date;
 
     4. A revised letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
 
     5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and




     6. Return envelope addressed to the Depositary.
 

     WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER HAS
BEEN EXTENDED. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 31,
1994, UNLESS THE OFFER IS FURTHER EXTENDED.

 
     In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of certificates
evidencing such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities (as defined in the Offer to Purchase)), a Letter of Transmittal (or
facsimile thereof) properly completed and duly executed and any other required
documents in accordance with the instructions contained in the Letter of
Transmittal.
 

     Tendering shareholders may use the revised (Orange) Letter of Transmittal
provided herewith or the previously circulated (Orange), (Yellow) or (Green)
Letters of Transmittal provided with the Offer to Purchase, the First Supplement
and the Second Supplement to tender Shares. If you or your clients have
previously tendered (and not withdrawn) Shares, no further action is necessary
in order to tender such Shares.

 
     If a holder of Shares desires to tender Shares, but cannot deliver such
holder's certificates or other required documents, or cannot comply with the
procedure for book-entry transfer, prior to the expiration of the Offer, a
tender of Shares may be effected by following the guaranteed delivery procedure
described in Section 3 of the Offer to Purchase.
 

     Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Dealer Manager, the Depositary and the Information
Agent as described in the Offer) in connection with the solicitation of tenders
of Shares pursuant to the Offer. However, Purchaser will reimburse you, upon
request, for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients. Purchaser will pay or
cause to be paid any stock transfer taxes payable with respect to the transfer
of Shares to it, except as otherwise provided in Instruction 6 of the revised
(Orange) Letter of Transmittal.

 

     Any inquiries you may have with respect to the Offer should be addressed to
Smith Barney Shearson Inc. or Georgeson & Company Inc. (the "Information Agent")
at their respective addresses and telephone numbers set forth on the back cover
page of the Third Supplement.

 

     Additional copies of the enclosed material may be obtained from the
Information Agent at the address and telephone numbers set forth on the back
cover page of the Third Supplement.

 
                                          Very truly yours,
                                          SMITH BARNEY SHEARSON INC.
 
     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PURCHASER, THE DEALER MANAGER, THE INFORMATION
AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY
OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE
STATEMENTS CONTAINED THEREIN.



                                  VIACOM INC.
 

                         HAS INCREASED THE PRICE OF ITS
                           OFFER TO PURCHASE FOR CASH
                       61,657,432 SHARES OF COMMON STOCK
                                       OF

 
                         PARAMOUNT COMMUNICATIONS INC.
                                       TO
 

                               $107 NET PER SHARE

 

 THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 31, 1994,
                     UNLESS THE OFFER IS FURTHER EXTENDED.

 
To Our Clients:
 

     Enclosed for your consideration is a Third Supplement dated January 18,
1994 (the "Third Supplement") to the Offer to Purchase dated October 25, 1993
(the "Offer to Purchase") 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 together with the First
Supplement and the Third Supplement, the "Supplements") and the revised (Orange)
Letter of Transmittal in connection with the offer by Viacom Inc., a Delaware
corporation ("Purchaser"), to purchase 61,657,432 shares of Common Stock, par
value $1.00 per share (the "Shares"), of Paramount Communications Inc., a
Delaware corporation (the "Company"), or such greater number of Shares as equals
50.1% of the Shares outstanding plus the Shares issuable upon the exercise of
the then exercisable stock options, as of the expiration of the Offer, at a
price of $107 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase, as amended and
supplemented by the Supplements, and in the related Letters of Transmittal
(which together constitute the "Offer"). We are the holder of record of Shares
held by us for your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS
THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE REVISED (ORANGE)
LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT
BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. IF YOU HAVE ALREADY
INSTRUCTED US TO TENDER YOUR SHARES PURSUANT TO THE OFFER, IT IS NOT NECESSARY
FOR YOU TO TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE THE INCREASED TENDER
PRICE OF $107 PER SHARE.

 
     We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
 
     Your attention is invited to the following:
 

          1. The tender price is $107 per Share, net to the seller in cash.

 

          2. The Offer is being made for 61,657,432 Shares, or such greater
     number of Shares as equals 50.1% of the Shares outstanding plus the Shares
     issuable upon the exercise of the then exercisable stock options, as of the
     expiration of the Offer. If more than 61,657,432 Shares, or such greater
     number of Shares as equals 50.1% of the Shares outstanding plus the Shares
     issuable upon the exercise of the then exercisable stock options, as of the
     expiration of the Offer, are validly tendered prior to the Expiration Date
     (as defined in the Offer to Purchase) and not withdrawn, Purchaser will,
     upon the terms and subject to the conditions of the Offer, accept such
     Shares for payment on a pro rata basis, with adjustments to avoid purchases
     of fractional shares, based upon the number of Shares validly tendered
     prior to the Expiration Date and not withdrawn.

 

          3. The Offer has been extended. The Offer, proration period and
     withdrawal rights will expire at 12:00 Midnight, New York City time, on
     Monday, January 31, 1994, unless the Offer is further extended.



          4. The Offer is conditioned upon, among other things, 61,657,432
     Shares, or such greater number of Shares as equals 50.1% of the Shares
     outstanding plus the Shares issuable upon the exercise of the then
     exercisable stock options, as of the expiration of the Offer, being validly
     tendered and not withdrawn prior to the expiration of the Offer.

 

          5. If the Offer is consummated, Purchaser intends to effectuate a
     second-step merger pursuant to which each Share outstanding at the
     effective time of such merger would be cancelled and converted into the
     right to receive (i) .93065 shares of Class B Common Stock, par value $.01
     per share, of Purchaser ("Viacom Class B Common Stock"), (ii) .30408 shares
     of a new series of cumulative convertible exchangeable preferred stock, par
     value $.01 per share, of Purchaser, (iii) .93065 contingent value rights
     issued by Purchaser and (iv) .50 of a warrant to purchase one share of
     Viacom Class B Common Stock, each as more fully described in the Third
     Supplement.

 

          6. Tendering stockholders will not be obligated to pay brokerage fees
     or commissions or, except as otherwise provided in Instruction 6 of the
     revised (Orange) Letter of Transmittal, stock transfer taxes with respect
     to the purchase of Shares by Purchaser pursuant to the Offer.

 
     If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which to return your instructions to us is
enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified in your instructions. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf prior to the expiration of the Offer. The Letters of Transmittal are
furnished to you for your information only and cannot be used by you to tender
Shares held by us for your account.
 
     The Offer is made solely by the Offer to Purchase, the Supplements and the
related Letters of Transmittal and is being made to all holders of Shares.
Purchaser is not aware of any state where the making of the Offer is prohibited
by administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by Smith Barney Shearson
Inc. or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.


                        INSTRUCTIONS WITH RESPECT TO THE
                           OFFER TO PURCHASE FOR CASH
                       61,657,432 SHARES OF COMMON STOCK
                                       OF
                         PARAMOUNT COMMUNICATIONS INC.

 

            The undersigned acknowledge(s) receipt of your letter enclosing the
Third Supplement dated January 18, 1994 to the Offer to Purchase dated October
25, 1993 as supplemented by the Supplement thereto dated November 8, 1993, the
Second Supplement thereto dated January 7, 1994, and the revised (Orange) Letter
of Transmittal (which together constitute the "Offer") in connection with the
offer by Viacom Inc., a Delaware corporation, to purchase 61,657,432 shares of
Common Stock, par value $1.00 per share (the "Shares"), of Paramount
Communications Inc., a Delaware corporation, or such greater number of Shares as
equals 50.1% of the Shares outstanding plus the Shares issuable upon the
exercise of the then exercisable stock options, as of the expiration of the
Offer.

 
     This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
 


                                   
     NUMBER OF SHARES TO BE TENDERED:               SIGN HERE
                             SHARES*
    -------------------------             -----------------------------

                                          -----------------------------
                                                  Signature(s) 
Dated:________ , 199_
                                          -----------------------------

                                          -----------------------------
                                           Please type or print name(s)


                                          -----------------------------

                                          -----------------------------
                                           Please type or print address


                                          -----------------------------
                                         Area Code and Telephone Number


                                          -----------------------------
                                           Taxpayer Identification or
                                             Social Security Number

- ---------------
* Unless otherwise indicated, it will be assumed that all Shares held by us
  for your account are to be tendered.



                                  VIACOM INC.
                         HAS INCREASED THE PRICE OF ITS
                           OFFER TO PURCHASE FOR CASH
                       61,657,432 SHARES OF COMMON STOCK
                                       OF

 

                         PARAMOUNT COMMUNICATIONS INC.
                                       TO
                               $107 NET PER SHARE

 

    THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL
      RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY,
            JANUARY 31, 1994, UNLESS THE OFFER IS FURTHER EXTENDED.

 

                                                                January 18, 1994

 
To Participants in the Dividend Reinvestment Plan of Paramount Communications
Inc.:
 

     Enclosed for your consideration is a Third Supplement dated January 18,
1994 (the "Third Supplement") to the Offer to Purchase dated October 25, 1993
(the "Offer to Purchase") 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," together with the First
Supplement and the Third Supplement, the "Supplements") and a revised (Orange)
Letter of Transmittal in connection with the offer by Viacom Inc., a Delaware
corporation ("Purchaser"), to purchase 61,657,432 shares of Common Stock, par
value $1.00 per share (the "Shares"), of Paramount Communications Inc., a
Delaware corporation (the "Company"), or such greater number of Shares as equals
50.1% of the Shares outstanding plus the Shares issuable upon the exercise of
the then exercisable stock options, as of the expiration of the Offer, at a
price of $107 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase, as amended and
supplemented by the Supplements, and in the related Letters of Transmittal
(which together constitute the "Offer"). Our nominee is the holder of record of
Shares held for your account as a participant in the Dividend Reinvestment Plan
of the Company (the "Plan"). A tender of such Shares can be made only by us
through our nominee as the holder of record and pursuant to your instructions.
The revised (Orange) Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held in your Plan
account. If you have already instructed us to tender your Shares pursuant to the
Offer, it is not necessary for you to take any further action in order to
receive the increased tender price of $107 per Share.

 
     We request instructions as to whether you wish to have us instruct our
nominee to tender on your behalf any or all of the Shares held in your Plan
account, upon the terms and subject to the conditions set forth in the Offer.
 
     Your attention is directed to the following:
 

          1. The tender price is $107 per Share, net to the seller in cash.

 

          2. The Offer is being made for 61,657,432 Shares, or such greater
     number of Shares as equals 50.1% of the Shares outstanding plus the Shares
     issuable upon the exercise of the then exercisable stock options, as of the
     expiration of the Offer. If more than 61,657,432 Shares, or such greater
     number of Shares as equals 50.1% of the Shares outstanding plus the Shares
     issuable upon the exercise of the then exercisable stock options, as of the
     expiration of the Offer, are validly tendered prior to the Expiration Date
     (as defined in the Offer to Purchase) and not withdrawn, Purchaser will,
     upon the terms and subject to the conditions of the Offer, accept such
     Shares for payment on a pro rata basis, with adjustments to avoid purchases
     of fractional Shares, based upon the number of Shares validly tendered
     prior to the Expiration Date and not withdrawn.



          3. The Offer has been extended. The Offer, proration period and
     withdrawal rights will expire at 12:00 Midnight, New York City time, on
     Monday, January 31, 1994, unless the Offer is further extended.

 

          4. The Offer is conditioned upon, among other things, 61,657,432
     Shares, or such greater number of Shares as equals 50.1% of the Shares
     outstanding plus the Shares issuable upon the exercise of the then
     exercisable stock options, as of the expiration of the Offer, being validly
     tendered and not withdrawn prior to the expiration of the Offer.

 

          5. If the Offer is consummated, Purchaser intends to effectuate a
     second-step merger pursuant to which each Share outstanding at the
     effective time of such merger would be cancelled and converted into the
     right to receive (i) .93065 shares of Class B Common Stock, par value $.01
     per share, of Purchaser ("Viacom Class B Common Stock"), (ii) .30408 shares
     of a new series of cumulative convertible exchangeable preferred stock, par
     value $.01 per share, of Purchaser, (iii) .93065 contingent value rights
     issued by Purchaser and (iv) .50 of a warrant to purchase one share of
     Viacom Class B Common Stock, each as more fully described in the Third
     Supplement.

 

          6. Tendering stockholders will not be obligated to pay brokerage fees
     or commissions or, except as otherwise provided in Instruction 6 of the
     revised (Orange) Letter of Transmittal, stock transfer taxes with respect
     to the purchase of Shares by Purchaser pursuant to the Offer. The Letters
     of Transmittal are furnished to you for your information only and cannot be
     used by you to tender Shares held by us for your account.

 

     If you wish to have us tender any or all of the Shares held in your Plan
account, please so instruct us by completing, executing and returning to us the
instruction form contained in this letter BY 5:00 P.M., NEW YORK CITY TIME, ON
WEDNESDAY, JANUARY 26, 1994, UNLESS THE OFFER IS FURTHER EXTENDED. An envelope
in which to return your instructions to us is enclosed. If you authorize tender
of such Shares, all such Shares will be tendered unless otherwise specified in
your instructions. Your instructions should be forwarded to us in ample time to
permit us to instruct our nominee to submit a tender on your behalf prior to the
expiration of the Offer.

 
     The Offer is made solely by the Offer to Purchase, the Supplements and the
Letters of Transmittal and is being made to all holders of Shares. Purchaser is
not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by Smith Barney Shearson
Inc. or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
 
                                          Very truly yours,
 
                                          CHEMICAL BANK
                                          Plan Administrator

                          PAYER'S NAME:  CHEMICAL BANK

                                                                     

                          Part I--Taxpayer Identification Number--
   SUBSTITUTE             For all accounts, enter taxpayer                 ________________________________
                          identification number in the box at right.            Social Security Number
    FORM W-9              (For most individuals, this is your social
                          security number. If you do not have a            OR______________________________
DEPARTMENT OF THE         number, see Obtaining a Number in the                    Employer Identification
    TREASURY              enclosed Guidelines.) Certify by signing                         Number
INTERNAL REVENUE          and dating below.
    SERVICE               Note: If the account is in more than one                (If awaiting TIN write
                          name, see the chart in the enclosed                          "Applied For")
                          Guidelines to determine which number to 
                          give the payer.
Payer's Request for       Part II--For Payees Exempt From Backup Withholding,
Taxpayer Identification   see the enclosed Guidelines and complete as 
Number (TIN)              instructed therein.


Certification--Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. Certificate Instructions--You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines.) SIGNATURE DATE , 199 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH 61,657,432 SHARES OF COMMON STOCK OF PARAMOUNT COMMUNICATIONS INC. The undersigned acknowledge(s) receipt of your letter enclosing the Third Supplement dated January 18, 1994, to the Offer to Purchase dated October 25, 1993 as supplemented by the Supplement thereto dated November 8, 1993, the Second Supplement thereto dated January 7, 1994, and the revised (Orange) Letter of Transmittal (which together constitute the "Offer"), in connection with the offer by Viacom Inc., a Delaware corporation, to purchase 61,657,432 shares of Common Stock, par value $1.00 per share (the "Shares"), of Paramount Communications Inc., a Delaware corporation, or such greater number of Shares as equals 50.1% of the Shares oustanding plus the Shares issuable upon the exercise of the then exercisable stock options, as of the expiration of the Offer. The undersigned understand(s) that the Offer applies to Shares allocated to the account of the undersigned in the Company's Dividend Reinvestment Plan (the "Plan"). This will instruct you, as Dividend Reinvestment Agent, to instruct your nominee to tender the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held for the Plan account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. NUMBER OF SHARES TO BE TENDERED: SIGN HERE SHARES* ------------------------- ----------------------------- ----------------------------- Signature(s) Dated:________ , 199_ ----------------------------- ----------------------------- Please type or print name(s) ----------------------------- ----------------------------- Please type or print address ----------------------------- Area Code and Telephone Number ----------------------------- Taxpayer Identification or Social Security Number - --------------- * Unless otherwise indicated, it will be assumed that all Shares in your Plan account are to be tendered.

		VIACOM RAISES BID FOR PARAMOUNT TO $10.5 BILLION 


                -- Viacom raises cash portion of bid to $107 per share and 
greatly increases the value delivered to Paramount stockholders by providing
warrants and increasing the certainty of Paramount stockholders receiving a 
minimum of $48 per share of Viacom B Stock through issuance of contingent 
value rights -- 



New York, New York, January 18, 1994 -- Viacom Inc. (ASE: VIA and VIAB) today 
announced that it has substantially increased its offer for Paramount 
Communications Inc. (NYSE: PCI) by increasing to $107.00 per share the amount 
to be offered in its tender offer for 50.1% of the fully diluted Paramount 
common shares.  Viacom has also increased the certainty of a minimum value of 
$48.00 per share for the Viacom Class B Common Stock to be issued in its 
second-step merger by issuing contingent value rights.  Viacom also added to 
its bid three-year warrants to acquire approximately 30.7 million Viacom Class 
B Common shares at $60.00 per share.

Viacom said that its revised bid represents an increase of more than $800 
million in value over its January 7, 1994 proposal to approximately $10.5 
billion.  Viacom said that the combination of Paramount, Viacom and Blockbuster
is the best way to create sufficient value to justify consideration at the 
level it now proposes to deliver to the Paramount stockholders and that its 
offer is at the highest level that it believes would be in the interests of 
not only the Paramount stockholders, but the stockholders of Blockbuster and 
Viacom.

				     - more -




                                        -2-

Viacom stated that its revised tender offer represents an increase of more 
than $120 million in cash over its previous offer and includes in excess of 
$900 million more in cash more than QVC's outstanding offer of $92.00 per 
share.

Viacom's offer contemplates the execution of a definitive merger agreement 
with Paramount providing for the conversion of each share of Paramount that is 
not acquired pursuant to its tender offer into an improved package of 
securities.  The consideration for the Paramount shares to be acquired in the 
merger has been increased by approximately $700 million in the aggregate and 
is now substantially more certain.  The merger consideration would consist of 
0.93065 of a share of Viacom Class B Common Stock, 0.30408 of a share of 
Viacom Merger Preferred Stock, 0.93065 of a contingent value right (CVR) and 
0.5 of a three-year warrant to purchase an additional share of Viacom Class B 
Common Stock at $60.00 per share in exchange for each share of Paramount 
common stock to be acquired in the merger.

Each CVR will represent the right, on the first anniversary of the proposed 
merger, to receive the amount by which the Average Trading Value of Viacom 
Class B Common Stock, in the range of $38.00 to $48.00 per share, is less than 
a minimum price of $48.00 per share.  Viacom will have the right, in its sole 
discretion, to extend the payment and measurement dates of the CVR by one year,
in which case the minimum price will increase to $51.00 per share; and a right 
to extend such dates for one further year which, if exercised, would increase 
the minimum price to $55.00 per share.  The Average Trading Value will be based
upon market prices during the 60 trading days ending on the last day of the 
relevant period.  Each warrant will represent the right to acquire, at any 
time prior to the third anniversary of the merger, one share of Viacom Class B 
Common Stock at an exercise price of $60.00 per share.

				    - more -



                                      -3-

Viacom also announced that its tender offer would expire at 12:00 midnight, 
New York City time, on January 31, 1994.  Viacom said that the bidding 
procedures established by the Paramount Board of Directors and upon which QVC 
and Viacom have agreed require QVC to extend its tender offer to the same 
expiration time.

Viacom said that 2,018,944 shares had been tendered into its offer as of the 
close of business on Friday, January 14, 1994, including 161,352 shares which 
had been tendered pursuant to notices of guaranteed delivery.

Smith Barney Shearson Inc. is acting as financial advisor to Viacom and is 
also dealer manager in connection with the Offer, and Georgeson & Co. is 
acting as information agent.

Simultaneous with its announcement, Viacom delivered a letter to the Board of
Directors of Paramount.  A copy of the letter is attached to this press 
release.

				#   #   #

Contact:	Viacom Inc. 		Edelman
		Raymond A. Boyce	Elliot Sloane
		212/258-6530		212/704-8126







January 18, 1994                                        VIACOM

The Board of Directors
Paramount Communications Inc.
15 Columbus Circle
New York, NY 10023-7780


Ladies and Gentlemen:


I am pleased to inform you that Viacom has today substantially increased its 
offer for Paramount Communications Inc. by increasing to $107.00 per share the 
amount to be offered in our tender offer for 50.1% of the fully diluted 
Paramount common shares, increasing the certainty of a minimum value of $48.00 
per share for the Viacom Class B Common Stock to be issued in the second-step 
merger by issuing contingent value rights, and adding three-year warrants to 
acquire approximately 30.7 million Viacom Class B Common shares at $60.00 per 
share.  Viacom's revised bid represents an increase of over $800 million in 
value to approximately $10.5 billion and substantially increases the certainty 
of the value to be received by Paramount stockholders.

Our tender offer now represents an increase of more than $120 million in cash 
over our previous offer and includes in excess of $900 million more in cash 
than QVC's offer of $92.00 per share.

Viacom's offer contemplates the execution of a definitive merger agreement with
Paramount providing for the conversion of each share of Paramount that is not 
acquired pursuant to its tender offer into an improved package of securities.  
The consideration for the Paramount shares to be acquired in the merger has 
been increased by approximately $700 million in the aggregate and is now 
substantially more certain.  The merger consideration would consist of 0.93065 
of a share of Viacom Class B Common Stock, 0.30408 of a share of Viacom Merger 
Preferred Stock, 0.93065 of a contingent value right (CVR) and 0.5 of a warrant
to purchase an additional share of Viacom Class B Common Stock in exchange for 
each share of Paramount common stock to be acquired in the merger.



Paramount Communications Inc.
January 18, 1994
Page 2


Each CVR will represent the right, on the first anniversary of the proposed 
merger, to receive, in cash or securities, the amount by which the Average 
Trading Value of Viacom Class B Common Stock is less than a minimum price of 
$48.00 per share.  Viacom will have the right, in its sole discretion, to 
extend the payment and measurement dates of the CVR by one year, in which case 
the minimum price will increase to $51.00 per share, and a further one-year 
extension right which, if exercised, would increase the minimum price to 
$55.00 per share.  The Average Trading Value will be based upon market prices 
during the 60 trading days ending on the last day of the relevant period and 
is subject to a floor of $38.00 per share.  Each warrant will represent the 
right to acquire, at any time prior to the third anniversary of the merger, 
one share of Viacom Class B Common Stock at an exercise price of $60.00 per 
share.

As required by law, we have extended our tender offer to expire at 12:00 
midnight, New York Time, on January 31, 1994.  We assume that QVC Network, Inc.
will comply with the agreed-upon bidding procedures and extend its tender offer
to the same expiration date.

The blended value of our new offer represents substantial value to Paramount 
stockholders and is significantly more certain than the blended value of QVC's
offer.  In comparing the value of the securities proposed to be issued in each 
bidder's second-step merger, the Paramount Board of Directors should consider 
the following factors:

*   We have provided you with a great deal of information demonstrating the 
    value that will be created by combining Paramount's assets with those of
    Viacom and Blockbuster Entertainment Corporation, and by aligning with NYNEX
    Corporation.  Through its enhanced presence in the entertainment business, 
    the combined company would ensure that it benefits from evolving technology
    and other trends affecting the industry.  The combined company would have 
    strong and diversified cash flows, deep management with a proven track 
    record of building and managing diversified public entertainment companies,
    and the financial and operational resources to pursue numerous new 
    opportunities to extend existing businesses and brands.  In contrast, QVC 
    securities offer Paramount stockholders little more than an opportunity to 
    continue to participate as holders of a smaller stake in Paramount 
    itself -- diminished by QVC's anticipated asset sales.  We believe that the
                                                            -------------------
    combination of Paramount, Viacom and Blockbuster is the best way to create 
    ---------------------------------------------------------------------------
    sufficient value to justify consideration at the level we now propose to 
    ------------------------------------------------------------------------
    deliver to the Paramount stockholders and that our offer is at the highest 
    -------------------------------------------------------------------------
    level that we believe would be in the interests of not only the Paramount 
    -------------------------------------------------------------------------
    stockholders, but the stockholders of Blockbuster and Viacom.
    -------------------------------------------------------------




Paramount Communications Inc.
January 18, 1994
Page 3


*   The value of our overall package is now significantly more certain.  It
    has a substantially larger cash component than the QVC offer, all of which 
    will be paid in the first step.  The issuance of the CVRs and warrants 
    addresses any concern about the value of Viacom's securities offered in 
    its second-step merger.  Although Viacom continues to believe that it is 
    illogical to apply unadjusted, transaction-affected market prices in lieu 
    of careful financial analysis (particularly where the market prices reflect
    as much the market's perception of which party will be the successful bidder
    as its view of fully-distributed value), Viacom has now agreed to stand 
    behind its view of the value of the securities to be issued by Viacom in the
    merger.  In contrast, QVC's offer is substantially dependent upon the value
    of QVC's securities after consummation of its offer and the depth of the 
    market for such securities.  Moreover, we have further enhanced the value 
    of the securities included in our proposal by adding the warrants, which 
    provide Paramount stockholders with additional upside potential. 

 We are confident that Paramount stockholders, when presented with complete 
 facts, will support Viacom's new offer.

 We are available to meet with you or your representatives at your earliest 
 convenience to discuss our revised offer and proposal.


			Very truly yours,

			VIACOM INC.


			By /s/ Sumner M. Redstone
                          -----------------------
                           Sumner M. Redstone




cc:  	Peter Ezersky
	Lazard Freres & Co.

	Joel S. Hoffman
	Simpson Thacher & Bartlett

	Martin Lipton
	Wachtell, Lipton, Rosen & Katz


                           SIMPSON THACHER & BARTLETT
            (A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS)





                                                  January 13, 1994



Stephen R. Volk, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York  10022

Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York  10019

Gentlemen:

     In order to provide greater certainty and predictability for the benefit of
Paramount, its stockholders and each of QVC and Viacom with respect to the
conclusion of the bidding process, we have prepared certain clarifying
amendments to the Merger Agreement between Paramount and QVC and the Exemption
Agreement between Viacom and Paramount.  We do not propose to change the
procedures but simply to address interpretive issues by clarifying or refining
the existing obligations of the parties.  The amendments we propose are as
follows:

     (i)  The first amendment will make it clear that a bidder is not permitted
to change its proposal to acquire Paramount after February 1.  Although we
believe that the "Offer" in the context of the bidding procedures contemplates
both the terms of the tender offer and the second-step merger consideration
offered by the bidders, in the absence of this amendment, it could be asserted
that changes in the proposed second-step merger consideration offered by a
bidder could be made subsequent to February 1, 1994.  We believe that this
amendment accurately reflects the spirit and good faith intention of the parties
that any bid made on February 1, 1994 represent such bidder's highest and final
bid and that a bidder should not willfully take an action to cause its offer to
extend past February 14, 1994.  Moreover, as you know, the substance of this
amendment was in the bidding procedures originally proposed by Paramount.  To
implement this amendment, we are also proposing a technical conforming amendment
to the time period associated with amending the terms of the consideration to be
paid pursuant to the back-end merger;

     (ii)  The Merger Agreement should be revised to clarify that a bidder may
not revise the consideration offered in its proposed second-step merger with
Paramount primarily to extend the expiration date of the other bidder's offer
(this point is, of course, implicit in any contractual party's obligation of
good faith and fair dealing with respect to any contract);


                                      -2-

Stephen R. Volk, Esq.                                    January 13, 1994
Martin Lipton, Esq.


     (iii) In order to further ensure that the parties abide by the spirit
of the bidding procedures, we are also proposing that a bidder can neither seek
to amend the bidding procedures nor publicly announce an intention to either
take an action which is not otherwise permitted or refrain from taking an action
which is required, under the agreement applicable to such bidder (this point is
also implicit in a contractual party's obligation of good faith and fair dealing
with respect to any contract); and

     (iv) In order to further provide for an orderly process and avoid
confusion, we also propose that any revision to a bidder's tender offer or
second-step merger consideration must be on file with the Securities and
Exchange Commission no later than 5:00 p.m. on the date the offer would
otherwise expire.

     A form of amendment to each of the Merger Agreement and the Exemption
Agreement with our proposed revisions is attached for your review.

     We would appreciate a prompt response to our proposals.  Please feel free
to call us with any questions or comments you may have.

                                                  Sincerely,

                                                  /s/ Richard I. Beattie

                                                  Richard I. Beattie

Attachment




                               SECOND AMENDMENT

     SECOND AMENDMENT (this "Amendment"), dated as of January __, 1994, to
the Agreement and Plan of Merger, dated as of December 22, 1993 (the "Merger
Agreement"), between QVC Network, Inc., a Delaware corporation ("QVC"), and
Paramount Communications Inc., a Delaware corporation ("Paramount").

                                  WITNESSETH:

     WHEREAS, QVC and Paramount have agreed to amend certain provisions of
the Merger Agreement in the manner provided below;

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

     SECTION 1.  Defined Terms.  As used in this Amendment, terms defined in
                 -------------
the Merger Agreement are used herein as therein defined, unless otherwise
defined herein.  Unless otherwise indicated, all Section and subsection
references are to the Merger Agreement.

     SECTION 2.  Amendments to Section 2.1(c).  Section 2.1(c) is hereby
                 ----------------------------
amended by deleting in the first sentence of the second paragraph thereof the
words "other than a change in the terms of the Offer" and by substituting, in
their place, the phrase "outside the control of QVC."  Section 2.1(c) is also
amended by (i) inserting after the words "Common Stock payable in the Offer
or" in the last sentence thereof the phrase "the second-step merger to be
completed pursuant to this Agreement upon consummation of the Offer (the
"Second-Step Merger") or" and (ii) inserting after the words "otherwise amend
the Offer" in the last sentence thereof the phrase "or the terms of the
Second-Step Merger."  Section 2.1(c) is further amended by adding at the end
thereof the following sentences:

          "Any amendment to the Offer or any change in the consideration
offered to the Paramount stockholders in the Second-Step Merger that results
in an extension of the Expiration Date shall be on file with the SEC by 5:00
p.m. on the date of such amendment or change.  QVC agrees that if, after
February 1, 1994, it changes the consideration offered to the Paramount
stockholders in the Second-Step Merger, in such a manner as to necessitate
the filing of an amendment to the Schedule 14D-1, then QVC shall be required
to extend its Offer for a period of not less than ten business days.  QVC
hereby agrees that it shall neither seek to amend the bidding procedures nor
publicly announce an intention to take an action, which is not otherwise
permitted or refrain from taking an action which is required, under the terms
of this Agreement."

     SECTION 3.  Miscellaneous.  Except as expressly amended herein, the
                 -------------
Merger Agreement shall continue to be, and shall remain, in full force and
effect in accordance with its terms.  This Amendment may be executed by the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.



     SECTION 4.  Governing Law.  Except to the extent that Delaware Law is
                 -------------
mandatorily applicable to the Merger and the rights of the stockholders of
Paramount and QVC, this Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York, regardless of the laws
that might otherwise govern under applicable principles of conflicts of law.

     SECTION 5.  Counterparts.  This Amendment 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, QVC and Paramount have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.


ATTEST:                                 QVC NETWORK, INC.

By                                      By
  ------------------------------          ------------------------------

ATTEST:                                 PARAMOUNT COMMUNICATIONS INC.

By                                      By
  ------------------------------          ------------------------------

















                                 FIRST AMENDMENT

     FIRST AMENDMENT (this "Amendment"), dated as of January _, 1994, to the
Exemption Agreement, dated as of December 22, 1993 (the "Exemption Agreement"),
between Viacom Inc., a Delaware corporation ("Viacom"), and Paramount
Communications Inc., a Delaware corporation ("Paramount").

                                   WITNESSETH:
                                   -----------

     WHEREAS, Viacom and Paramount have agreed to amend certain provisions of
the Exemption Agreement in the manner provided below;

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

     SECTION 1.  Defined Terms.  As used in this Amendment, terms defined in the
                 --------------
Exemption Agreement are used herein as therein defined, unless otherwise defined
herein.  Unless otherwise indicated, all Section and subsection references are
to the Exemption Agreement.

     SECTION 2.  Amendments to Section 2.01 (a).  Clause (v) of Section 2.01(a)
                 -------------------------------
is hereby amended by deleting the words "other than a change in the terms of the
Offer" and by substituting, in their place, the phrase "outside the control of
the Offeror."  Section 2.01(a) is also amended by (i) inserting after the words
"consideration of the Offer or" in the last sentence thereof the phrase "the
second-step merger as contemplated by the form of Merger Agreement attached as
Exhibit A hereto (the "Second-Step Merger") or" and (ii) inserting after the
words "otherwise amend the Offer" in the last sentence thereof the phrase "or
the terms of the Second-Step Merger."  Section 2.01(a) is further amended by
adding at the end thereof the following sentences:

     "Any amendment to the Offer or any change in the consideration offered to
the Paramount stockholders in the Second-Step Merger that results in an
extension of the Expiration Date shall be on file with the Securities and
Exchange Commission by 5:00 p.m. on the date of such amendment or change.  The
Offeror agrees that if, after February 1, 1994, it changes the consideration
offered to the Paramount stockholders in the Second-Step Merger, in such a
manner as to necessitate the filing of an amendment to its Tender Offer
Statement on Schedule 14D-1, then the Offeror shall be required to extend its
Offer for a period of not less than ten business days.  The Offeror hereby
agrees that it shall neither seek to amend the Bidding Procedures nor publicly
announce an intention to take an action, which is not otherwise permitted or
refrain from taking an action which is required, under the terms of this
Agreement."

     SECTION 3.  Miscellaneous.  Except as expressly amended herein, the
                 -------------
Exemption Agreement shall continue to be, and shall remain, in full force and
effect in accordance with its terms.  This Amendment may be executed by the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.



     SECTION 4.  Governing Law.  This Amendment shall be governed by, and
                 -------------
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law, except to the extent that any provisions are governed by the federal
securities laws.

     SECTION 5.  Counterparts.  This Amendment 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, Viacom and Paramount have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.

ATTEST:                                 VIACOM INC.

By                                      By                              
  ------------------------------          ------------------------------

ATTEST:                                 PARAMOUNT COMMUNICATIONS INC.

By                                      By                              
  ------------------------------          ------------------------------
















January 18, 1994                                        VIACOM

The Board of Directors
Paramount Communications Inc.
15 Columbus Circle
New York, NY 10023-7780


Ladies and Gentlemen:


I am pleased to inform you that Viacom has today substantially increased its 
offer for Paramount Communications Inc. by increasing to $107.00 per share the 
amount to be offered in our tender offer for 50.1% of the fully diluted 
Paramount common shares, increasing the certainty of a minimum value of $48.00 
per share for the Viacom Class B Common Stock to be issued in the second-step 
merger by issuing contingent value rights, and adding three-year warrants to 
acquire approximately 30.7 million Viacom Class B Common shares at $60.00 per 
share.  Viacom's revised bid represents an increase of over $800 million in 
value to approximately $10.5 billion and substantially increases the certainty 
of the value to be received by Paramount stockholders.

Our tender offer now represents an increase of more than $120 million in cash 
over our previous offer and includes in excess of $900 million more in cash 
than QVC's offer of $92.00 per share.

Viacom's offer contemplates the execution of a definitive merger agreement with
Paramount providing for the conversion of each share of Paramount that is not 
acquired pursuant to its tender offer into an improved package of securities.  
The consideration for the Paramount shares to be acquired in the merger has 
been increased by approximately $700 million in the aggregate and is now 
substantially more certain.  The merger consideration would consist of 0.93065 
of a share of Viacom Class B Common Stock, 0.30408 of a share of Viacom Merger 
Preferred Stock, 0.93065 of a contingent value right (CVR) and 0.5 of a warrant
to purchase an additional share of Viacom Class B Common Stock in exchange for 
each share of Paramount common stock to be acquired in the merger.



Paramount Communications Inc.
January 18, 1994
Page 2


Each CVR will represent the right, on the first anniversary of the proposed 
merger, to receive, in cash or securities, the amount by which the Average 
Trading Value of Viacom Class B Common Stock is less than a minimum price of 
$48.00 per share.  Viacom will have the right, in its sole discretion, to 
extend the payment and measurement dates of the CVR by one year, in which case 
the minimum price will increase to $51.00 per share, and a further one-year 
extension right which, if exercised, would increase the minimum price to 
$55.00 per share.  The Average Trading Value will be based upon market prices 
during the 60 trading days ending on the last day of the relevant period and 
is subject to a floor of $38.00 per share.  Each warrant will represent the 
right to acquire, at any time prior to the third anniversary of the merger, 
one share of Viacom Class B Common Stock at an exercise price of $60.00 per 
share.

As required by law, we have extended our tender offer to expire at 12:00 
midnight, New York Time, on January 31, 1994.  We assume that QVC Network, Inc.
will comply with the agreed-upon bidding procedures and extend its tender offer
to the same expiration date.

The blended value of our new offer represents substantial value to Paramount 
stockholders and is significantly more certain than the blended value of QVC's
offer.  In comparing the value of the securities proposed to be issued in each 
bidder's second-step merger, the Paramount Board of Directors should consider 
the following factors:

*   We have provided you with a great deal of information demonstrating the 
    value that will be created by combining Paramount's assets with those of
    Viacom and Blockbuster Entertainment Corporation, and by aligning with NYNEX
    Corporation.  Through its enhanced presence in the entertainment business, 
    the combined company would ensure that it benefits from evolving technology
    and other trends affecting the industry.  The combined company would have 
    strong and diversified cash flows, deep management with a proven track 
    record of building and managing diversified public entertainment companies,
    and the financial and operational resources to pursue numerous new 
    opportunities to extend existing businesses and brands.  In contrast, QVC 
    securities offer Paramount stockholders little more than an opportunity to 
    continue to participate as holders of a smaller stake in Paramount 
    itself -- diminished by QVC's anticipated asset sales.  We believe that the
                                                            -------------------
    combination of Paramount, Viacom and Blockbuster is the best way to create 
    ---------------------------------------------------------------------------
    sufficient value to justify consideration at the level we now propose to 
    ------------------------------------------------------------------------
    deliver to the Paramount stockholders and that our offer is at the highest 
    -------------------------------------------------------------------------
    level that we believe would be in the interests of not only the Paramount 
    -------------------------------------------------------------------------
    stockholders, but the stockholders of Blockbuster and Viacom.
    -------------------------------------------------------------




Paramount Communications Inc.
January 18, 1994
Page 3


*   The value of our overall package is now significantly more certain.  It
    has a substantially larger cash component than the QVC offer, all of which 
    will be paid in the first step.  The issuance of the CVRs and warrants 
    addresses any concern about the value of Viacom's securities offered in 
    its second-step merger.  Although Viacom continues to believe that it is 
    illogical to apply unadjusted, transaction-affected market prices in lieu 
    of careful financial analysis (particularly where the market prices reflect
    as much the market's perception of which party will be the successful bidder
    as its view of fully-distributed value), Viacom has now agreed to stand 
    behind its view of the value of the securities to be issued by Viacom in the
    merger.  In contrast, QVC's offer is substantially dependent upon the value
    of QVC's securities after consummation of its offer and the depth of the 
    market for such securities.  Moreover, we have further enhanced the value 
    of the securities included in our proposal by adding the warrants, which 
    provide Paramount stockholders with additional upside potential. 

 We are confident that Paramount stockholders, when presented with complete 
 facts, will support Viacom's new offer.

 We are available to meet with you or your representatives at your earliest 
 convenience to discuss our revised offer and proposal.


			Very truly yours,

			VIACOM INC.


			By /s/ Sumner M. Redstone
                          -----------------------
                           Sumner M. Redstone




cc:  	Peter Ezersky
	Lazard Freres & Co.

	Joel S. Hoffman
	Simpson Thacher & Bartlett

	Martin Lipton
	Wachtell, Lipton, Rosen & Katz