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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 26)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 27)
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. 26 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 27 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
Item 3(b) is hereby amended and supplemented as follows:
By letter dated January 18, 1994, the Company's legal advisor
informed Purchaser that the Staff of the Securities and Exchange Commission
requested that it advise Purchaser and QVC of the Staff's position that a
tender offer must remain open for a minimum of ten business days after a
notice of a change in the back-end consideration of a two-tier tender offer is
first published, sent or given to security holders. A copy of such letter is
filed as Exhibit (a)(62) to the Schedule 14D-1 and 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)(62) Letter, dated January 18, 1994, from the Company's
legal advisor to Purchaser's legal advisor and
QVC's legal advisor.
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 19, 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 19, 1994
BLOCKBUSTER ENTERTAINMENT CORPORATION
By /s/ STEVEN R. BERRARD
...................................
Steven R. Berrard
President and
Chief Operating Officer
EXHIBIT INDEX
PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
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99(a)(62) Letter, dated January 18, 1994, from the Company's
legal advisor to Purchaser's legal advisor and
QVC's legal advisor.
SIMPSON THACHER & BARTLETT
(A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS)
(212) 455-2583
January 18, 1994
Pamela S. Seymon
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Creighton O'M. Condon
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022-6069
Dear Pam and Creighton:
In connection with conversations we have had with the Staff of the
Securities and Exchange Commission, we have been asked to inform each of QVC
and Viacom of the Staff's view that a tender offer must remain open for a
minimum of ten business days after notice of a change in the back-end
consideration of a two-tier tender offer is first published or sent or given
to security holders. See Exchange Act Release No. 23421 (July 11, 1986),
Fn. 70. A copy of the SEC's letter to me is enclosed.
Very truly yours,
/s/ John
John G. Finley
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
January 15, 1994
Via Facsimile [(212) 455-2502] and U.S. Mail
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Stop 3-4
John Finley, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Re: Paramount Communications, Inc. (the "Company")
Schedule 14D-9, as amended, (with respect to the tender
offer by QVC Network)
File No. 5-10760
Dear Mr. Finley:
This will confirm your conversation yesterday with Lloyd Spencer of the
staff.
In that conversation you requested guidance on the staff's position about
the minimum length of time an offer must remain open after a change in the
back-end consideration of a two-tier tender offer. You were informed that it
is the staff's position that an offer must remain open for a minimum of ten
business days after notice of such change to the back-end consideration is
first published or sent or given to security holders. See Exchange Act
Release No. 23421 (July 11, 1986), fn. 70.
The staff assumes that such information will be provided to both QVC and
Viacom in the course of Paramount's administration of its bidding procedures.
Any additional questions regarding the above issue may be addressed the
undersigned or to Lloyd Spencer at (202) 272-3097.
Sincerely,
/s/ Gregg W. Corso
Gregg W. Corso
Chief
Office of Tender Offers