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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 31)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 32)
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. 31 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 32 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 25, 1994, Purchaser's legal advisor
requested that the Company deliver a copy of the written presentation
of Lazard Freres & Co. ("Lazard") delivered to the Company's Board
of Directors on January 21, 1994 (the "Lazard Presentation") along
with a copy of the opinion of Lazard delivered in connection
therewith. A copy of such letter is filed as Exhibit (a)(68) to the
Schedule 14D-1. Copies of the Lazard Presentation were provided
by the Company under cover of a letter dated January 25, 1994 and
subject to confidentiality agreements between Lazard and Purchaser
and between Lazard and Blockbuster. A copy of the Company's cover
letter is filed as Exhibit (a)(69) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following
Exhibits:
99(a)(68) Letter dated January 25, 1994 from Purchaser's legal
advisor to the Company.
99(a)(69) Letter dated January 25, 1994 from the Company to
Purchaser'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 26, 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 26, 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)(68) Letter dated January 25, 1994 from Purchaser's
legal advisor to the Company.
99(a)(69) Letter dated January 25, 1994 from the Company
to Purchaser's legal advisor.
SHEARMAN & STERLING
January 25, 1994
VIA FACSIMILE
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Donald Oresman, Esq.
Paramount Communcations Inc.
15 Columbus Circle
New York, New York 10023-7780
Request for Information
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Dear Donald:
We understand that yesterday QVC Network, Inc.
requested certain written information from Paramount
Communications Inc. and that Paramount has delivered such
information to QVC, subject to a confidentiality agreement.
On behalf of our client, Viacom Inc., we hereby
request that Paramount deliver the same information to
Viacom. Viacom is prepared to negotiate and enter into a
confidentiality agreement regarding such information.
Please do not hesitate to call me should you have
any questions.
Very truly yours,
/s/ Creighton O'M. Condon
Creighton O'M. Condon
cc: Joel S. Hoffman
Philippe P. Dauman
Thomas Hawkins
Richard Easton
PARAMOUNT COMMUNICATIONS INC.
BY HAND
January 25, 1994
Creighton O'M. Condon, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York
Dear Creighton:
Enclosed is a copy of the Lazard Freres January 21
presentation to the Board of Directors (it is in two parts -- one marked
Presentation and the other marked Appendix) along with a copy of the
Lazard Freres opinion. Also, please note that the appendix contains six
loosely inserted summary fact sheets on Time Warner, Walt Disney and
Turner Broadcasting. The above material was delivered to QVC. It is being
delivered to you (other than the Lazard Freres opinion) pursuant to a
confidentiality agreement between Lazard Freres and Viacom which I
understand has been executed.
In addition to the enclosed material which was requested by
QVC, an inquiry was made by QVC with respect to certain advice delivered
by Simpson Thacher & Barlett. That advice was delivered orally at the
Board Meeting on January 21 as the merger agreement did not contemplate
a written opinion.
Sincerely,
/s/Donald Oresman