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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 39)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 40)
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. 39 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 40 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"), the Third Supplement thereto
dated January 18, 1994 (the "Third Supplement") and the Fourth
Supplement thereto dated February 1, 1994 (the "Fourth
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,
the Fourth Supplement and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented as follows:
On February 7, 1994, Purchaser mailed to the Company's
stockholders a form of Notice of Withdrawal which may be used
by stockholders of the Company to withdraw Shares previously
tendered into the QVC Offer, and instructions related thereto
(the "Notice of Withdrawal"). A copy of the Notice of
Withdrawal is filed as Exhibit (a)(93) 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 Exhibit:
99(a)(93) Form of Notice of Withdrawal and instructions
related thereto
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.
February 7, 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.
February 7, 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)(93) Form of Notice of Withdrawal and instructions
related thereto
WITHDRAWAL OF
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
PARAMOUNT COMMUNICATIONS INC.
TENDERED PURSUANT TO THE OFFER BY
QVC NETWORK, INC.
To Holders of Beneficial Interest of
Common Stock of Paramount
Communications Inc. Who Have
Tendered Shares Pursuant to the
Offer of QVC Network, Inc.
Shares of Common Stock of Paramount Communications Inc., par value $1.00
per share (the "Shares"), that have been tendered pursuant to the offer by QVC
Network, Inc., for 61,657,432 Shares or such greater number of Shares as equals
50.1% of the Shares outstanding plus the number of Shares issuable upon the
exercise of the then exercisable stock options, as of the expiration of the
offer, including the associated Common Stock Purchase Rights (the "Rights"), if
any, may be withdrawn until 12:00 Midnight, New York City time, on Monday,
February 14, 1994, if the applicable procedures set forth in Section 4 of the
Offer to Purchase dated October 27, 1993 (the "QVC Offer to Purchase") as
supplemented by the Supplement thereto dated November 12, 1993, the Second
Supplement thereto dated December 23, 1993, and the Third Supplement thereto
dated February 1, 1994 (collectively, the "QVC Supplements") and the related
Letters of Transmittal (which together constitute the "QVC Offer") are followed.
STOCKHOLDERS WHO DESIRE ASSISTANCE IN WITHDRAWING SHARES TENDERED PURSUANT
TO THE QVC OFFER MAY CALL GEORGESON & COMPANY INC., TOLL FREE, AT
1-800-223-2064.
With respect to withdrawal of Shares (and Rights, if any), Section 4 of the
QVC Offer to Purchase provides in relevant part:
In order for a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary
at one of its addresses set forth on the back cover of [the QVC] Offer to
Purchase. Any such notice of withdrawal must specify the name of the person
who tendered the Shares and Rights to be withdrawn, the number of Shares
and Rights to be withdrawn, and (if Share Certificates and Rights
Certificates have been tendered) the name of the registered holder of the
Shares and Rights as set forth in the Share Certificate and Rights
Certificates, if different from that of the person who tendered such Shares
and Rights. If Share Certificates have been delivered or otherwise
identified to the Depositary, then prior to the physical release of such
certificates, the tendering stockholder must submit the serial numbers
shown on the particular certificates evidencing the Shares and Rights to be
withdrawn and the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution, except in the case of Shares and Rights
tendered for the account of the Eligible Institution. If Shares and Rights
have been tendered pursuant to the procedures for book-entry transfer set
forth in Section 3 [of the QVC Offer to Purchase], the notice of withdrawal
must specify the name and number of the account at the appropriate
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
Rights, in which case a notice of withdrawal will be effective if delivered
to the Depositary by any method of delivery described in the first sentence
of this paragraph. Withdrawals of Shares and Rights may not be rescinded.
Any Shares and Rights properly withdrawn will be deemed not validly
tendered for purposes of the Offer, but may be retendered at any subsequent
time prior to the Expiration Date by following any of the procedures
described in Section 3 [of the QVC Offer to Purchase].
A withdrawal of Shares will also constitute a withdrawal of the associated
Rights. Rights may not be withdrawn unless the associated Shares are also
withdrawn.
In connection with the offer to purchase Shares by Viacom Inc. ("Viacom"),
described in the Offer to Purchase dated October 25, 1993 (the "Viacom Offer to
Purchase") as supplemented by the Supplement thereto dated November 8, 1993, the
Second Supplement thereto dated January 7, 1994, the Third Supplement thereto
dated January 18, 1994 and the Fourth Supplement thereto dated February 1, 1994
(collectively, the "Viacom Supplements" which, together with the Viacom Offer to
Purchase and the related Letters of Transmittal, constitute the "Viacom Offer"),
Viacom, for the convenience of the holders of Shares, has enclosed a Form of
"Notice of Withdrawal," which, if properly completed and timely delivered to IBJ
Schroder Bank & Trust Company ("IBJ"), Depositary for the QVC Offer, will enable
a stockholder to withdraw Shares tendered pursuant to the QVC Offer. This form,
a facsimile thereof, or any other proper notice of withdrawal may be delivered
by hand or sent by telegram, facsimile transmission or letter to IBJ.
Shares held by IBJ under the QVC Offer must first be withdrawn before they
can be tendered into the Viacom Offer.
Copies of the Viacom Offer to Purchase, Viacom Supplements and related
Letters of Transmittal are available from GEORGESON & COMPANY INC. at the phone
number listed above or at the phone numbers and addresses listed on the back
cover of the Viacom Offer to Purchase or the Viacom Supplements. Upon proper
withdrawal of Shares from the QVC Offer, Shares may be tendered into the Viacom
Offer, which will expire at 12:00 Midnight, New York City time, on Monday,
February 14, 1994, unless further extended. For information concerning the
circumstances in which the Viacom Offer and the QVC Offer may be extended,
stockholders are referred to the Viacom Offer to Purchase, the Viacom
Supplements, the QVC Offer to Purchase and the QVC Supplements.
NOTICE OF WITHDRAWAL
OF
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
PARAMOUNT COMMUNICATIONS INC.
PREVIOUSLY TENDERED TO
QVC NETWORK, INC.
THE WITHDRAWAL DEADLINE IS 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON MONDAY, FEBRUARY 14, 1994, UNLESS EXTENDED
TO: IBJ SCHRODER BANK & TRUST COMPANY
By Hand or
By Mail: By Facsimile: Overnight Delivery:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York 10274-0084 Operations Department Attn: Securities
Attn: Reorganization Transfer Window,
Operations Department Confirm Facsimile Subcellar One
by Telephone:
(212) 858-2103
Gentlemen:
The following shares of Common Stock, par value $1.00 per share, of
Paramount Communications Inc. (the "Shares") and any associated Common Stock
Purchase Rights (the "Rights") previously tendered to QVC Network, Inc. are
hereby withdrawn. Please return the certificates representing the Shares and
Rights, if any, promptly to the undersigned.
DESCRIPTION OF SHARES AND RIGHTS, IF ANY, WITHDRAWN
Name(s) of tendering stockholder(s) ......................................
Name(s) of registered holder(s) (if different) ...........................
Number of Shares (and Rights, if any), withdrawn .........................
FURTHER DESCRIPTION OF WITHDRAWN SHARES AND RIGHTS, IF ANY
(TO BE COMPLETED ONLY IF CERTIFICATES HAVE BEEN DELIVERED OR OTHERWISE
IDENTIFIED TO IBJ SCHRODER BANK & TRUST COMPANY OR TENDERED BY
BOOK-ENTRY TRANSFER)
Share Certificate Number(s) ..............................................
If applicable, Rights Certificate Number(s)...............................
If applicable, DTC, MSTC or PHDTC account number .........................
Name of DTC, MSTC or PHDTC account .......................................
(Must be signed on other side)
STOCKHOLDER SIGN HERE
Must be signed by registered holder(s) as name(s) appear(s)
on stock certificate(s) or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted. If
signature is by trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative
capacity, please set forth full title.
.................................................................
.................................................................
SIGNATURE(S) OF OWNER(S)
Dated: .................... , 1994
Name(s)...........................................................
.................................................................
PLEASE PRINT
Capacity..........................................................
Address...........................................................
.................................................................
GUARANTEE OF SIGNATURE(S)
(REQUIRED IF CERTIFICATES HAVE BEEN DELIVERED OR OTHERWISE
IDENTIFIED TO IBJ SCHRODER BANK & TRUST COMPANY)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE
IN SPACE BELOW.
INSTRUCTIONS
1. GUARANTEES OF SIGNATURES. The terms of the QVC Offer to Purchase require
that if Share Certificates and Rights Certificates have been delivered or
otherwise certified to IBJ Schroder Bank & Trust Company, the signature on the
notice of withdrawal must be guaranteed by a firm that is a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of the Securities Transfer Agent's Medallion Program (an "Eligible
Institution") except in the case of Shares and Rights tendered for the account
of an Eligible Institution.
2. DELIVERY OF NOTICE OF WITHDRAWAL. The Notice of Withdrawal should be
mailed or delivered to IBJ Schroder Bank & Trust Company at the addresses set
forth above and must be received by IBJ Schroder Bank & Trust Company prior to
12:00 Midnight, New York City time, on Monday, February 14, 1994. It is
recommended that stockholders contact their broker to arrange sending the notice
by telegram or facsimile transmission or, if time permits, to send the notice by
certified mail with return receipt requested.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate serial numbers and the number of Shares and Rights, if any, should
be listed on a separate schedule attached hereto.
IMPORTANT: THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY IBJ SCHRODER BANK
& TRUST COMPANY PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, FEBRUARY
14, 1994.