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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 46)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 47)
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. 46 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 47 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended and supplemented as follows:
Purchaser has entered into Amendment No. 2 to the Credit Agreement,
dated as of February 15, 1994 ("Amendment No. 2"). Pursuant to Amendment No. 2,
the calculation of interest payable with respect to Eurodollar Rate loans
was changed so that such loans bear interest at a per annum rate equal to the
London Interbank Offered Rate plus (i) 0.9375%, until Purchaser's long-term
debt is rated by Standard & Poor's Corporation ("S&P") or Moody's Investors
Service, Inc. ("Moody's"), and (ii) thereafter, a variable rate ranging from
0.2500% to 0.9375% dependent on the senior unsecured long-term debt ratings
assigned to Purchaser.
The facility fee to be paid by Purchaser to the Lenders when
Purchaser's senior unsecured long-term debt is not rated by S&P or Moody's was
changed from 0.3125% per annum to 0.3750% per annum.
In addition, certain of Purchaser's financial covenants contained in
the Credit Agreement have been amended.
A copy of Amendment No. 2 is filed as Exhibit (b)(11) 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(b)(11) Amendment No. 2, dated as of February 15, 1994, to the
Credit Agreement, dated as of November 19, 1993, among
Purchaser, the banks listed on the signature pages
thereof, as banks, The Bank of New York, as a Managing
Agent, Citibank, N.A., as a Managing Agent and as the
Administrator, and Morgan Guaranty Trust Company of
New York, as a Managing Agent, the banks identified as
Agents on the signature pages thereof, as Agents, and
the banks identified as Co-Agents on the signature pages
thereof, as Co-Agents.
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.
March 3, 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.
March 3, 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(b)(11) Amendment No. 2, dated as of February 15, 1994, to the
Credit Agreement, dated as of November 19, 1993, among
Purchaser, the banks listed on the signature pages
thereof, as banks, The Bank of New York, as a Managing
Agent, Citibank, N.A., as a Managing Agent and as the
Administrator, and Morgan Guaranty Trust Company of New
York, as a Managing Agent, the banks identified as Agents
on the signature pages thereof, as Agents, and the banks
identified as Co-Agents on the signature pages thereof,
as Co-Agents.
AMENDMENT NO. 2
AMENDMENT NO. 2, dated as of February 15, 1994 (the
"Amendment"), to the CREDIT AGREEMENT, dated as of November 19,
1993, as amended as of January 4, 1994 (as so amended, the
"Agreement"), among VIACOM INC., a Delaware corporation
("Viacom"), the several banks listed on the signature pages
thereof, THE BANK OF NEW YORK, as a Managing Agent, CITIBANK,
N.A., as a Managing Agent and as the Administrator, MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as a Managing Agent, the
Banks identified as Agents on the signature pages thereof, as
Agents, and the Banks identified as Co-Agents on the signature
pages thereof, as Co-Agents.
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into the
Agreement and now desire to amend certain provisions of the
Agreement; and
WHEREAS, capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the
Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
Amendments
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Section 1.1. The recitals appearing on the first page of
the Agreement are hereby amended by deleting such recitals in
their entirety and replacing them with the following recitals:
"WHEREAS, Viacom has entered into an Amended and
Restated Agreement and Plan of Merger, dated as of February
4, 1994 (as amended on terms reasonably satisfactory to the
Managing Agents by the parties thereto from time to time,
the 'Merger Agreement'), with Paramount Communications Inc.,
a Delaware corporation ('Paramount'), pursuant to which
Viacom and Paramount have agreed to enter into a business
combination transaction pursuant to which a newly formed
special purpose subsidiary of Viacom will merge into
Paramount, with Paramount surviving as a direct, wholly
owned subsidiary of Viacom, all as more fully
contemplated by the Merger Agreement (the 'Merger'); and
WHEREAS, in connection with the Merger Agreement,
Viacom has initiated a tender offer (the 'Tender Offer') for
50.1% of the outstanding shares on a fully diluted basis of
common stock, par value $1.00 per share, of Paramount (the
'Paramount Common Stock'); and
WHEREAS, in connection with the Tender Offer and the
Merger, Viacom has requested that the Banks provide certain
credit facilities as set forth herein; and
WHEREAS, the Banks are willing to provide such senior
debt financing, but only on the terms and subject to the
conditions contained herein;"
Section 1.2. (a) The term "Applicable Eurodollar Rate
Margin" is hereby amended by deleting the reference therein to
".8750%" and inserting in lieu thereof ".9375%".
(b) The term "Borrower" is hereby amended by deleting the
definition thereof in Section 1.1 of the Agreement in its
entirety and replacing it with the following:
"'Borrower' means Viacom."
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(c) The term "Level VI Period" is hereby amended by
deleting the phrase "during which there is neither an S&P Rating
nor a Moody's Rating or" appearing therein.
(d) The term "Level VII Period" is hereby amended by
inserting the phrase "during which there is neither an S&P Rating
nor a Moody's Rating or" after the words "any time" appearing
therein.
(e) The term "Total Debt" is hereby amended by deleting the
reference therein to "65%" and inserting in lieu thereof "85%".
(f) Section 1.1 of the Agreement is hereby further amended
by deleting the definition of "Paramount Viacom" in its
entirety.
Section 1.3. Section 5.2 (a) is hereby amended by inserting
the phrase ", and the additional up-front fee
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referred to in the Borrower's letter dated February 15, 1994 to
the Banks, in each case" after the reference therein to "12.4".
Section 1.4. Section 7.1 of the Agreement is hereby amended
and restated in its entirety as follows:
"7.1. Total Leverage Ratio. The Total Leverage Ratio
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shall not exceed on the last day of any Fiscal Quarter
ended through and including (i) March 31, 1994, 7.10x;
(ii) June 30, 1994, 6.75x: and (iii) September 30,
1994, 6.25x."
Section 1.5. Section 7.2 of the Agreement is hereby amended
and restated in its entirety as follows:
"7.2. Minimum EBIDT to Pro Forma Total Cash Interest
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Ratio. The EBIDT to Pro Forma Total Cash Interest
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Ratio shall not, (i) as at the end of any Fiscal
Quarter ended through and including June 30, 1994, be
less than 1.75x and (ii) as at the end of any Fiscal
Quarter ended thereafter, be less than 2.00x."
Section 1.6. Section 7.3 of the Agreement is hereby amended
by deleting the reference therein to "Paramount Viacom" and
inserting in lieu thereof the phrase "the Borrower".
Section 1.7. Section 8.7 (a) of the Agreement is hereby
amended by deleting the word "shares" therein and by inserting in
lieu thereof the word "securities".
Section 1.8. The Agreement is hereby further amended by
inserting the following Section immediately following Section
8.10 of the Agreement:
"8.11. Execution of Subsidiary Guarantee. Within
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fifteen Business Days following the Effective Time (as
defined in the Merger Agreement) of the Merger, the
Borrower shall cause Paramount to execute and deliver
to the Administrator, in sufficient copies for each
Bank, an unconditional guarantee of the obligations of
the Borrower under this Agreement in form and substance
reasonably satisfactory to the Borrower and the
Majority Banks."
Section 1.9. Section 9.6 of the Agreement is hereby amended
by inserting the phrase: ", shares of Paramount stock held by
Viacom following the Merger," immediately following the words
"Paramount Common Stock" in each place such words appear therein,
and by deleting the
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reference therein to "Paramount Viacom" and substituting "Viacom"
therefor.
Section 1.10. Section 10.1(c) of the Agreement is hereby
amended by inserting the phrase", other than that set forth in
Section 8.11 of this Agreement," immediately following the words
"this Agreement" therein.
Section 1.11. Section 10.1(i) of the Agreement is hereby
amended by inserting the word "or" at the end thereof.
Section 1.12. Section 10.1 of the Agreement is hereby
further amended by inserting the following paragraph immediately
following paragraph (i) thereof:
(j) The Borrower shall fail to perform or observe the
covenant contained in Section 8.11 of this Agreement;
Section 1.13. The Table of Contents of the Agreement is
hereby amended by such additions and deletions as are necessary
to reflect each of the foregoing amendments.
ARTICLE II
Representations and Warranties
------------------------------
Section 2.1. The Borrower represents and warrants to the
Banks that the representations and warranties contained in the
Agreement, as further amended by this Amendment No. 2, are true
and correct in all material respects on and as of the date
hereof, and all such representations and warrants made or deemed
made after the date hereof shall refer to the Agreement after
giving effect to this Amendment No.2.
ARTICLE III
Conditions Precedent
--------------------
Section 3.1. The effectiveness of this Amendment is subject
to the conditions precedent that after giving effect to this
Amendment, no Default or Event of Default shall exist or be
continuing under the Agreement.
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ARTICLE IV
Miscellaneous
Section 4.1 Except as waived or amended hereby, all
of the terms of the Agreement shall remain and
continue in full force and effect and are hereby
confirmed in all respects.
Section 4.2. This Amendment may be signed in
any number of counterparts, each of which shall be
an original, with the same effect as if the
signatures thereto were upon the same instrument.
Delivery of an executed counterpart of a signature
page of this Amendment by telecopier shall be
effective as delivery of a manually executed
counterpart of this Amendment.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the
date first above written.
VIACOM INC., as Borrower
By: /s/ Vaughn A. Clarke
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Name: Vaughn A. Clarke
Title: Vice President/Treasurer
Managing Agents
THE BANK OF NEW YORK, as
Managing Agent and a Bank
By: /s/ Geoffrey C. Brooks
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Name: Geoffrey C. Brooks
Title: Assistant Vice President
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CITIBANK, N.A., as
Managing Agent, the
Administrator and a
Bank
By: /s/ Nancy A. Rochford
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Name: Nancy A. Rochford
Title: Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK,
as Managing Agent and
a Bank
By: /s/ John Payne
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Name: John Payne
Title: Managing Director
Agents
BANK OF AMERICA
NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as Agent and a Bank
By: /s/ Nancy L. Sun
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Name: Nancy L. Sun
Title: Vice President
BANK OF MONTREAL, as
Agent and a Bank
By: /s/ Thomas Waters
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Name: Thomas Waters
Title: Director
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CANADIAN IMPERIAL BANK
OF COMMERCE, as Agent
and a Bank
By: /s/ John H. Tyler
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Name: John H. Tyler
Title: Vice President
THE CHASE MANHATTAN
BANK (NATIONAL
ASSOCIATION), as Agent
and a Bank
By: /s/ Bruce Langenkamp
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Name: Bruce Langenkamp
Title: Vice President
THE FIRST NATIONAL
BANK OF BOSTON, as
Agent and a Bank
By: /s/ Mary M. Barcus
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Name: Mary M. Barcus
Title: Vice President
SOCIETE GENERALE, as
Agent and a Bank
By: /s/ William A. Sinsigalli
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Name: William A. Sinsigalli
Title: Vice President and Manager
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Co-Agents
THE BANK OF TOKYO
TRUST COMPANY, as Co-
Agent and a Bank
By: /s/ Neal Hoffson
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Name: Neal Hoffson
Title: Vice President
BANQUE PARIBAS, as Co-
Agent and a Bank
By:
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Name:
Title:
By:
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Name:
Title:
CREDIT LYONNAIS,
CAYMAN ISLAND BRANCH
as Co-Agent and a Bank
By: /s/ Bruce M. Yeager
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Name: Bruce M. Yeager
Title: Authorized Signature
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CREDIT SUISSE, as Co-Agent and
a Bank
By: /s/ J. Hamilton Crawford
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Name: J. Hamilton Crawford
Title: Associate
By: /s/ Michael C. Mast
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Name: Michael C. Mast
Title: Member of Senior Management
THE FIRST NATONAL BANK OF
CHICAGO, as Co-Agent and a
Bank
By: /s/ Elaine I. Khalil
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Name: Elaine I. Khalil
Title: Vice President
THE FUJI BANK, LIMITED, as Co-
Agent and a Bank
By: /s/ Katsunori Nozawa
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Name: Katsunori Nozawa
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN,
LTD., as Co-Agent and a Bank
By: /s/ Junri Oda
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Name: Junri Oda
Title: Senior Vice President
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MELLON BANK, N.A., as
Co-Agent and a Bank
By: /s/ G. Louis Ashley
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Name: G. Louis Ashley
Title: First Vice President
THE MITSUBISHI BANK,
LTD., as Co-Agent
and a Bank
By: /s/ Frank H. Madden
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Name: Frank H. Madden
Title: Senior Vice President
NATIONAL WESTMINISTER
BANK PLC, as Co-Agent
and a Bank
By: /s/ Hal Sadoff
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Name: Hal Sadoff
Title: Vice President
NATIONAL WESTMINISTER
BANK USA, as Co-Agent
and a Bank
By: /s/ Adam Bester
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Name: Adam Bester
Title: Vice President
NIPPON CREDIT BANK,
LTD., LOS ANGELES AGENCY,
as Co-Agent and a
Bank
By: /s/ Kenneth W. McNerney
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Name: Kenneth W. McNerney
Title: V.P./Sr. Manager
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ROYAL BANK OF CANADA, as Co-Agent
and a Bank
By: /s/ Alex Pyrros
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Name: Alex Pyrros
Title: Assistant Manager
THE SANWA BANK, LTD., as Co-Agent
and a Bank
By: /s/ Masaaki Ariyoshi
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Name: Masaaki Ariyoshi
Title: Vice President
SHAWMUT BANK CONNECTICUT, N.A.,
as Co-Agent and a Bank
By: /s/ Robert F. West
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Name: Robert F. West
Title: Vice President
UNION BANK, as Co-Agent and a Bank
By: /s/ Michael K. McShane
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Name: Michael K. McShane
Title: Vice President
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