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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 44)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 45)
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. 44 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 45 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 16, 1994, the Company advised Purchaser that
a letter was mailed to participants in the Dividend Reinvestment Plan of the
Company regarding the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add
the following Exhibit:
99(a)(100) Letter, dated February 16, 1994, to
participants in the Dividend Reinvestment
Plan of the Company
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 17, 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 17, 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)(100) Letter, dated February 16, 1994, to
participants in the Dividend Reinvestment
Plan of the Company
February 16, 1994
To Participants in the Dividend Reinvestment Plan of Paramount Communications
Inc.:
On February 15, 1994 Viacom Inc. ("Viacom") reported that it had received
tenders of approximately 74.6% of the outstanding shares, on a fully diluted
basis, of Common Stock, par value $1.00 per share (the "Shares") of Paramount
Communications Inc. ("Paramount") pursuant to Viacom's offer to purchase Shares,
as more fully described in our letter of February 1, 1994 and the materials
enclosed therewith. As a result of the tender to Viacom of more than 50.1% of
the outstanding Shares, Viacom has been declared the winning bidder for
Paramount pursuant to bidding procedures established by Paramount.
On February 15, 1994, QVC Network, Inc. ("QVC") announced that it has
terminated its tender offer for 50.1% of the Shares.
THE TENDER OFFER BY VIACOM HAS BEEN EXTENDED UNTIL 12:00 MIDNIGHT, NEW YORK
CITY TIME ON MARCH 1, 1994. IF YOU HAVE PREVIOUSLY INSTRUCTED US TO TENDER THE
SHARES IN YOUR ACCOUNT TO VIACOM YOU NEED TAKE NO FURTHER ACTION. HOWEVER, IF
YOU HAVE INSTRUCTED US TO TENDER YOUR SHARES TO QVC OR YOU HAVE GIVEN US NO
INSTRUCTIONS, WE CANNOT TENDER YOUR SHARES TO VIACOM UNLESS YOU INSTRUCT US TO
DO SO. IF YOU WISH US TO TENDER ANY OR ALL OF THE SHARES HELD IN YOUR PLAN
ACCOUNT TO VIACOM, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING
THE INSTRUCTION FORM ENCLOSED WITH THIS LETTER BY 5:00 P.M., NEW YORK CITY TIME
ON FRIDAY, FEBRUARY 25, 1994. AN ENVELOPE IN WHICH TO RETURN YOUR INSTRUCTIONS
TO US IS ALSO ENCLOSED.
Very truly yours,
Chemical Bank
Plan Administrator
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 dated February
16, 1994 and prior receipt of your letter enclosing the Fourth Supplement dated
February 1, 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, the Third Supplement thereto dated January 18, 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* ________________________________________
________________________________________
Dated: ___________, 1994 Signature(s)
________________________________________
________________________________________
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.