- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT (AMENDMENT NO. 49) (FINAL AMENDMENT) PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D (AMENDMENT NO. 50) 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 PageCUSIP NO. 699216107 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Viacom Inc. I.R.S. Identification No. 04-2261332 2. Check the Appropriate Box if a Member of Group (a) / / (b) / / 3. SEC Use Only 4. Sources of Funds BK, OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Delaware 7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,657,432 Shares 8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented by Amount in Row (7) 50.1% 10. Type of Reporting Person CO CUSIP NO. 699216107 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person National Amusements, Inc. I.R.S. Identification No. 2. Check the Appropriate Box if a Member of Group (a) / / (b) / / 3. SEC Use Only 4. Sources of Funds BK, OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization Maryland 7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,657,432 Shares 8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented by Amount in Row (7) 50.1% 10. Type of Reporting Person CO CUSIP NO. 699216107 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Sumner M. Redstone S.S. No. ###-##-#### 2. Check the Appropriate Box if a Member of Group (a) / / (b) / / 3. SEC Use Only 4. Sources of Funds BK, OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) / / 6. Citizenship or Place of Organization United States 7. Aggregate Amount Beneficially Owned by Each Reporting Person 61,657,432 Shares 8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares / / 9. Percent of Class Represented by Amount in Row (7) 50.1% 10. Type of Reporting Person IN This Amendment No. 49 (Final Amendment) to the Tender Offer Statement on Schedule 14D-1 and Amendment No. 50 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: On March 10, 1994, Purchaser completed the sale of 22,727,273 shares of Viacom Class B Common Stock to Blockbuster pursuant to the Blockbuster Subscription Agreement, for an aggregate purchase price of $1,250,000,015. A copy of a press release relating to the foregoing is filed as Exhibit (a)(105) to the Schedule 14D-1 and is incorporated herein by reference. On March 11, 1994, Purchaser borrowed $3.7 billion under the Bank Facility. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 is hereby amended and supplemented as follows: Purchaser has designated a majority of the Paramount Board to serve in that capacity until the Merger. A copy of a press release relating to the foregoing is filed as Exhibit (a)(107) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 is hereby amended and supplemented as follows: On March 10, 1994, Purchaser was informed by the Depositary that a total of 119,166,902 Shares had been validly tendered pursuant to the Offer and not withdrawn. Pursuant to the Offer, Purchaser has accepted for payment 61,657,432 Shares. Accordingly, after proration, Purchaser has accepted from each tendering stockholder 51.7404% of all Shares validly tendered by such stockholder and not withdrawn (with adjustments to avoid the purchase of fractional shares). A copy of a press release relating to the foregoing is filed as Exhibit (a)(106) to the Schedule 14D-1 and is incorporated herein by reference. On March 11, 1994, Purchaser paid for the Shares accepted for payment by depositing the purchase price therefor with the Depositary, as agent for tendering stockholders. A copy of a press release relating to the foregoing is filed as Exhibit (a)(107) 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)(105) Press Release issued by Purchaser on March 10, 1994. 99(a)(106) Press Release issued by Purchaser on March 10, 1994. 99(a)(107) Press Release issued by Purchaser on March 11, 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. March 11, 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 11, 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)(105) Press Release issued by Purchaser on March 10, 1994. 99(a)(106) Press Release issued by Purchaser on March 10, 1994. 99(a)(107) Press Release issued by Purchaser on March 11, 1994.
BLOCKBUSTER COMPLETES $1.25 BILLION INVESTMENT IN VIACOM New York, New York, March 10, 1994 -- Pursuant to the terms of their subscription agreement, Viacom Inc. (ASE: VIA and VIAB) and Blockbuster Entertainment Corporation (NYSE: BV) announced today that Blockbuster has purchased approximately 23 million shares of Viacom Class B Common Stock for a total consideration of $1.25 billion. The merger of Viacom and Blockbuster is expected to be submitted to shareholders for approval in late April or early May. # # # Contact: Viacom Inc. Blockbuster Entertainment Corp. Raymond A. Boyce Wally Knief 212/258-6530 305/832-3250 Edelman Scott Tagliarino 212/704-8261
VIACOM ANNOUNCES FINAL PRO-RATION RESULTS IN PARAMOUNT TENDER OFFER New York, New York, March 10, 1994 -- Viacom Inc. (ASE: VIA and VIAB) announced today that it has been informed by First Chicago Trust Company of New York, the depository for Viacom's tender offer for Paramount Communications Inc. (NYSE: PCI) that 119,166,902 Paramount shares have been tendered into the offer and not withdrawn. The final pro-ration factor in respect of the tender offer is 51.7404%. Viacom will pay for shares accepted for payment on March 11, 1994 and will promptly return shares that are not purchased. # # # Contact: Viacom Inc. Edelman Raymond A. Boyce Scott Tagliarino 212/258-6530 212/704-8261
VIACOM TAKES CONTROL OF PARAMOUNT -- Pays For Paramount Shares Accepted For Payment -- New York, New York, March 11, 1994 -- Viacom Inc. (ASE: VIA and VIAB) announced today that it has paid for the 61,657,432 shares (50.1%) of Paramount Communications Inc. (NYSE: PCI) accepted for payment under the terms of its tender offer. With the completion of this payment, Viacom has acquired a majority of the outstanding shares of Paramount. Viacom also said that it had designated a majority of the Paramount Board of Directors to serve in that capacity until Paramount becomes a wholly owned subsidiary of Viacom. # # # Contact: Viacom Inc. Edelman Raymond A. Boyce Robert C. Hubbell 212/258-6530 212/704-8255