View:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 43)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 44)
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Page 1 of Pages
Exhibit Index on Page
This Amendment No. 43 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 44 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
Item 3(b) is hereby amended and supplemented as follows:
On February 14, 1994, Purchaser delivered a letter to the
Company relating to Viacom's compliance with the bidding procedures
and federal securities laws. A copy of such letter is filed as Exhibit
(a)(97) to the Schedule 14D-1 and is incorporated herein by reference.
On February 15, 1994, Purchaser delivered a Completion
Certificate to the Company, certifying that (i) the number of Shares
that would satisfy the Minimum Condition had been validly tendered and
not withdrawn in the Offer at 12:00 midnight, New York City time, on
February 14, 1994, (ii) Purchaser waived all conditions to the Offer other
than the Minimum Condition, the Rights Condition, the Supermajority
Condition, the Section 203 Condition and the Injunction Condition and (iii)
Purchaser extended the Expiration Date to 12:00 midnight, New York City time,
on March 1, 1994. On February 15, 1994, QVC terminated the QVC
Offer, as required by the terms of the QVC Exemption Agreement.
A copy of the Completion Certificate is filed as Exhibit (a)(98)
to the Schedule 14D-1 and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented as follows:
At 12:00 midnight, New York City time, on February 14,
1994, 91,662,047 Shares had been tendered into the Offer and not
withdrawn, of which 68,394,648 Shares had been tendered pursuant to
notices of guaranteed delivery. Purchaser has waived all
conditions to the Offer other than the Minimum Condition, the
Rights Condition, the Supermajority Condition, the Section 203
Condition and the Injunction Condition.
Pursuant to the February Merger Agreement, Purchaser has
extended the Expiration Date to 12:00 midnight, New York City
time, on March 1, 1994.
A copy of a press release relating to the foregoing is
filed as Exhibit (a)(99) 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)(97) Letter, dated February 14, 1994, from Purchaser
to the Company.
99(a)(98) Completion Certificate, dated February 15,
1994, delivered by Purchaser to the Company
99(a)(99) Press Release issued by Purchaser on February
15, 1994
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 15, 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 15, 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)(97) Letter, dated February 14, 1994, from Purchaser
to the Company.
99(a)(98) Completion Certificate, dated February 15,
1994, delivered by Purchaser to the Company
99(a)(99) Press Release issued by Purchaser on February
15, 1994
February 14, 1994
Donald Oresman, Esq.
Executive Vice President and General Counsel
Paramount Communications Inc.
15 Columbus Circle
New York, NY 10023
Dear Donald:
In response to your letter of February 11, this confirms that the
allegations in the third paragraph of Wachtell, Lipton's letter of February
11 are without merit. Viacom has consistently abided by, and accurately
described, the bidding procedures and complied with federal securities
laws, and will continue to do so.
Regards,
/s/ Philippe
Philippe P. Dauman
PPD/no
COMPLETION CERTIFICATE
Dated February 15, 1994
Reference is made to the Amended and Restated Agreement and Plan of
Merger, dated as of February 4, 1994, between Viacom Inc. and Paramount
Communications Inc. (the "Merger Agreement"). Except as noted below,
capitalized terms used herein without definition have the meanings ascribed
to such terms in the Merger Agreement.
Pursuant to Section 2.4 of the Merger Agreement, Viacom hereby delivers
this Completion Certificate certifying that all the terms of Section 2.3 of
the Merger Agreement have been fulfilled, specifically:
1. The number of shares of Paramount Common Stock that would satisfy the
Minimum Condition have been validly tendered and not withdrawn in the Offer at
the February 14, 1994 Expiration Date.
2. Viacom has waived all conditions to the Offer other than the Minimum
Condition, the Rights Condition, the Supermajority Condition, the Section 203
Condition and the Injunction Condition, each as defined in Viacom's Offer to
Purchase, as supplemented through the Fourth Supplement thereto.
3. Viacom has extended the Expiration Date to 12:00 midnight, New York
City time, on March 1, 1994.
VIACOM INC.
By: /s/ Philippe P. Dauman
------------------------------
Philippe P. Dauman
Senior Vice President,
General Counsel and Secretary
NEWS FROM VIACOM
VIACOM IS WINNER OF PARAMOUNT
- -- BIDDING RULES ESTABLISHED BY PARAMOUNT BOARD REQUIRE QVC TO DROP ITS BID --
New York, New York, February 15, 1994 -- Viacom Inc. (ASE: VIA and VIAB)
announced today that as of midnight, February 14, 1994, 91,662,047 shares
of the common stock of Paramount Communications Inc. (NYSE: PCI),
representing approximately 74.6% of the outstanding shares on a fully
diluted basis, had been tendered into Viacom's tender offer and not
withdrawn, including 68,394,648 shares tendered pursuant to notices of
guaranteed delivery. Therefore, Viacom is the winner of Paramount.
Viacom also announced that it had waived certain conditions of its tender
offer to the extent required by the merger agreement between Viacom and
Paramount and had extended its tender offer to midnight, New York City
time, on March 1, 1994 in order to permit all Paramount's shareholders to
tender to Viacom. Viacom also announced that it will promptly deliver a
certificate to the Board of Directors of Paramount confirming that it has
taken these steps. Under the exemption agreement between Paramount and QVC
Network, Inc., QVC is required to terminate its tender offer for Paramount
as soon as it receives a certificate signed by Paramount that these events
have occurred. Viacom said that it expected that these steps would be
completed prior to the opening of business today.
-more-
-2-
Sumner M. Redstone, Chairman of Viacom, declared, "We remain resolute in
our intentions and unwavering in our conviction that the combination of
Viacom, Paramount and Blockbuster will create a global media powerhouse of
unparalleled proportions in the entertainment industry. Today is only the
beginning of the creation of this vast new enterprise."
Mr. Redstone continued, "We are gratified that the shareholders of
Paramount share the Viacom vision for the future. For our part, we are
convinced that the combination of the diversified and formidable assets and
management talent of Viacom, Paramount and Blockbuster, bolstered by the
support of our strategic partner, NYNEX, will produce an entertainment
giant of enormous value to all of our shareholders. We are unequivocally
committed to our shareholders and to building the value of their investment
in Viacom, and we have absolute confidence in our ability to do so.
"Looking back over the last few months, we would like to recognize the
members of the Paramount management and Board, particularly Paramount's
Chairman, Martin Davis, who have comported themselves admirably under
enormous pressure and intense scrutiny and with only one objective, namely
the interests of the Paramount shareholders. We also would like to recognize
the employees of Paramount who have lived through great uncertainty with
the utmost professionalism and dedication. All of us at Viacom applaud
their conduct."
-more-
-3-
Frank J. Biondi, Jr., President and Chief Executive Officer of Viacom Inc.
and of the new combined company, said, "We look forward to bringing
together the talented employees who have built these terrific companies.
Viacom, Paramount and Blockbuster are three of the most creative and
dynamic organizations in our industry. We have all seen the tremendous
accomplishments they have achieved as three separate companies. Working
together, they will be an unparalleled worldwide force.
"We will do everything in our power to expedite the completion of the
merger with Paramount. We are committed to treating all of the employees
of the new entity with fairness and respect as we combine the three
companies. It is time to move on to the exciting challenges before us."
Viacom said that the conditions that had been waived were all of the
conditions to its tender offer, except the Minimum Condition, the Rights
Condition, the Supermajority Condition, the Section 203 Condition and the
Injunction Condition. The conditions are described in Viacom's Offer to
Purchase as supplemented through the fourth supplement. Viacom said that
it expected that all of the remaining conditions to its tender offer would
be met prior to its expiration date.
# # #
A Fact Sheet on the combined Viacom/Paramount/Blockbuster entity is attached.
Contact: Viacom Inc. Edelman
Raymond A. Boyce Elliot Sloane
212/258-6530 212/704-8126
VIACOM/PARAMOUNT/BLOCKBUSTER FACT SHEET
CORPORATE PROFILE: The combination of Viacom, Paramount and Blockbuster
will create a global leader in the production and distribution of
entertainment and communication products, with an array of world-class
franchises and brand names. The companies participate in the fastest
growing segments of the entertainment marketplace, including:
. Cable network programming
. Video, music and interactive retail distribution
. Motion picture and television production
. Cable television systems
. Television and radio broadcasting
. Entertainment centers, theme parks
. Publishing
. Interactive/Multimedia products
. Motion picture theaters
CABLE NETWORK PROGRAMMING: Viacom owns and operates the largest group of
basic and premium networks, including MTV, MTV Europe, VH-1, Nickelodeon,
Nick at Nite, Showtime, The Movie Channel and FLIX. Viacom's brand equity
and global impact is unparalleled. In addition to its significant domestic
distribution, MTV now reaches more than 251 million homes in 88 territories
around the world. Viacom also participates in three joint venture cable
services: Comedy Central, Lifetime and All News Channel.
Paramount is co-owner of USA Network, a leading advertiser-supported basic
cable television network. USA includes the Sci-Fi Channel, a basic cable
channel devoted exclusively to science fiction, horror and adventure
programming. In addition, Paramount's Madison Square Garden Network is the
largest regional cable sports network in the country, providing programming
to nearly 5 million subscribers through 231 affiliates.
VIDEO, MUSIC AND INTERACTIVE RETAIL DISTRIBUTION: With more than 3,500
video stores operating in nine countries and domestically in 49 states,
Blockbuster is the largest retailer of home video products in the world.
Growing from a base of 19 video stores just six years ago, Blockbuster now
commands more than 15% of the domestic home video market and is larger than
the next 550 competitors combined. The home video marketplace is larger
than that of movie theaters, premium cable and pay-per-view combined.
Blockbuster's growth in this explosive marketplace is expected to continue
into the future.
-2-
Blockbuster also is a leader in the retail distribution of music product.
With the acquisitions of the Sound Warehouse, Music Plus, and Super Club
music retail chains, the recent development of the Blockbuster Music Plus
concept, and the joint venture agreement with Virgin Retail Group to build
megastores around the world, Blockbuster operates more than 500 music
stores in seven countries and throughout the United States.
With more than 600 million consumer visits to its retail stores each year
and an active data base of more than 40 million consumers who have rented
and purchased product in their retail stores, Blockbuster is the leading
global retail distributor of entertainment product in the world.
MOTION PICTURE AND TELEVISION PRODUCTION: Viacom has an enormous
syndication library that includes Roseanne, The Cosby Show, A Different
World, I Love Lucy, The Twilight Zone and Hawaii 5-0. It also produces
programs for broadcast television, including Matlock, Diagnosis Murder, and
the Perry Mason made-for-TV movies. Viacom's first-run syndication
programs include The Montel Williams Show, Nick News and This Morning's
Business.
Paramount Pictures produces motion pictures for distribution to theatrical
markets in the United States and abroad. Paramount has a motion picture
library of approximately 890 films. In video, Paramount holds leadership
positions.
Paramount Television is at the forefront in the production and distribution
of television programming for commercial networks, first-run syndication
and cable services, currently producing 30 1/2 hours weekly. Its network
programming lineup for the 1993-1994 television season includes, Wings,
Frasier, Big Wave Dave's, Viper, The Mommies and Sister Sister. In first-
run syndication, Paramount produces Star Trek: The Next Generation, Deep
Space Nine, The Untouchables, Entertainment Tonight, The Maury Povich Show,
The Arsenio Hall Show and Hard Copy. The Paramount television library
includes Cheers, Star Trek, Happy Days, Laverne & Shirley and Taxi.
Through its recent investments in both Spelling Entertainment Group and
Republic Pictures Corporation, Blockbuster is now a leading producer and
distributor of filmed entertainment, with over 20,000 hours of programming
available for domestic and international distribution.
Blockbuster owns 70.5% of Spelling, a producer and distributor of filmed
entertainment supported by a film library of approximately 12,000 hours.
This library includes more than 55 off-network series, such as Little House
on the Prairie, Dallas, Twin Peaks, and an array of feature films including
Basic Instinct, Total Recall, Platoon, and the Rambo trilogy. Spelling also is
the producer of the hit network series Beverly Hills 90210 and Melrose Place.
Blockbuster owns approximately 37% of Republic, an independent producer and
distributor of filmed entertainment. Republic distributes its extensive
classic library and contemporary product to television, home video and
theaters across the world. Republic is the 10th largest distributor in the
home video industry. Its library includes The Quiet Man, High Noon, as
well as the popular television series Bonanza.
-3-
CABLE TELEVISION SYSTEMS: Viacom Cable owns and operates cable television
systems in three regions of the U.S. serving approximately 1.1 million
subscribers. In mid-1994, Viacom, in conjunction with AT&T, will be
launching a test of consumer acceptance of interactive entertainment and
information services at its Castro Valley, California, cable system.
TELEVISION AND RADIO BROADCASTING: Viacom owns five network-affiliated
television stations (three NBC and two CBS affiliates) and 14 radio
stations, making it the sixth largest radio group in the U.S., ranked by
market reach.
The Paramount Stations Group owns and operates four independent and three
Fox-affiliated stations.
PUBLISHING: Paramount Publishing, through such major imprints as Simon &
Schuster, Pocket Books, Silver Burdett Ginn, and Prentice Hall, is one of
the world's leading publishers of educational materials, from textbooks to
computer-based learning systems, and has significant operations serving the
domestic and international consumer and business, technical and
professional markets.
ENTERTAINMENT FACILITIES AND THEME PARKS: Paramount owns and operates five
regional theme parks. Paramount also owns and operates Madison Square
Garden, one of the premiere showplaces for sports, concerts and other live
entertainment, at its Arena and the Paramount Theater, as well as the New
York professional basketball and hockey team franchises, the Knicks and the
Rangers.
Through its 19.6% equity in Discovery Zone, Inc., which owns and franchises
indoor children's recreational fitness centers known as FunCenters,
Blockbuster has a strong presence in the entertainment center marketplace.
The company has franchise rights to develop 100 Discovery Zone FunCenters
in the U.S. and formed a joint venture with Discovery Zone to develop 10
FunCenters in the U.K. Blockbuster also has a six-month option to acquire
50.1% of Discovery Zone.
This year, Blockbuster opened the initial phase of a family entertainment
facility called Blockbuster Golf and Games, in Sunrise, Florida.
Additional entertainment facilities are planned at various other U.S.
sites.
Blockbuster recently announced a joint venture with Sony Music
Entertainment (SME) and Pace Entertainment where the three companies
combined their seven existing amphitheaters into a partnership to be
managed by Pace. Existing locations are in Charlotte, Phoenix, San
Bernadino, Pittsburgh, Raleigh, Houston and Nashville.
-4-
INTERACTIVE/MULTIMEDIA PRODUCTS: Viacom New Media and Paramount Technology
Group both develop and publish interactive software for a variety of
platforms in the multimedia marketplace. Paramount's Computer Curriculum
unit is the country's foremost and fastest-growing producer of computer-
based learning systems. Blockbuster also is the largest wholesaler and
retailer of interactive home video games in the world.
MOTION PICTURE THEATERS: Paramount owns the Famous Players motion picture
theater chain, which has 441 screens in Canada. Paramount is also joint-
owner of the 341-screen Cinamerica theater circuit, and reaches 345 screens
in nine countries through a joint venture, United Cinemas International.