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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 1)
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Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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SPELLING ENTERTAINMENT GROUP INC.
(Name of Issuer)
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SPELLING ENTERTAINMENT GROUP INC.
VSEG ACQUISITION INC.
VIACOM INTERNATIONAL INC.
VIACOM INC.
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
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847807
(CUSIP Number of Class of Securities)
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Michael D. Fricklas Sally Suchil, Esq.
VSEG ACQUISITION INC. SPELLING ENTERTAINMENT GROUP INC.
VIACOM INC. 5700 Wilshire Boulevard
1515 Broadway Los Angeles, CA 90036-3659
New York, NY 10036
(212) 258-6000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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With Copies to:
Creighton O'M Condon Robert B. Pincus, Esq.
Shearman & Sterling Skadden, Arps, Slate, Meagher & Flom
599 Lexington Avenue One Rodney Square, 7th Floor
New York, New York Wilmington, DE 19801
(212) 848-4000 (302) 651-3000
This statement is filed in connection with (check the appropriate box):
a. |_| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |X| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|
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This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (this "Amendment") is being filed by (i) Viacom International
Inc., a Delaware corporation ("Parent"), (ii) VSEG Acquisition Inc., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Parent, (iii) Viacom,
Inc., a Delaware corporation ("Viacom"), and (iv) Spelling Entertainment Group
Inc., a Delaware corporation (the "Company"), pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, and Rule 13e-3 thereunder in
connection with the tender offer by Purchaser to purchase all issued and
outstanding shares (the "Shares") of common stock, $0.001 par value, of the
Company, at a price of $9.75 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 May 21, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal (which together constitute the "Offer").
Item 16. Additional Information.
(a) Item 16 is hereby amended by amending and restating the second
paragraph under "SPECIAL FACTORS -- Recommendation of the Company's Board;
Fairness of the Offer and the Merger" in the Offer to Purchase as follows:
Fairness of the Merger. In reaching its determinations, the Special
Committee considered the following factors, each of which, except as
discussed below, the Special Committee believed supported its conclusion
regarding the fairness of the Transactions:
o the historical market prices of the Shares, including the fact
that the $9.75 per Share represented a premium of
approximately 44.4% over the $6.75 per Share closing price on
March 18, 1999, the last full trading day prior to the March
19, 1999 announcement of the Proposal, and represented a
premium of approximately 52.9% over the closing price for the
Shares on the NYSE on the date 30 days prior to the
announcement of the Proposal;
o the fact that the $9.75 per Share to be paid to the Public
Stockholders in the Offer and the Merger exceeded the highest
price at which the Shares have traded on the NYSE since May 3,
1996;
o the fact that the $9.75 per Share to be paid to Public
Stockholders in the Offer and the Merger represented a 228%
premium over the net book value per Share of $2.97 as of March
30, 1999;
o the opinion of Lazard Freres that, based upon and subject to
the assumptions and qualifications stated in its opinion, the
$9.75 per Share to be paid to the Public Stockholders in the
Offer and the Merger is fair to the Public Stockholders from a
financial point of view, and the report and analysis presented
to the Special Committee in connection with the Lazard Freres
opinion (see "SPECIAL FACTORS -- Opinion of Lazard");
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o the analysis conducted by Lazard Freres in support of its
opinion that the $9.75 per Share to be paid to the Public
Stockholders in the Offer and the Merger is fair to the Public
Stockholders from a financial point of view, was concurred
with and adopted by the Special Committee; although the
Special Committee recognized that some of the individual
analyses conducted by Lazard Freres did not necessarily
support its conclusion regarding the fairness of the
Transactions, the Special Committee concluded that the Lazard
Freres analysis, when taken as a whole, supported the Special
Committee's conclusion that the Merger is fair to and in the
best interests of the Public Stockholders;
o that the terms of the Merger Agreement were determined through
arm's-length negotiations between the Special Committee and
its legal and financial advisors, on one hand, and
representatives of Viacom, on the other, and provide for the
Offer in order to allow Public Stockholders to receive payment
for their Shares on an accelerated basis;
o that Viacom has sufficient stock ownership to control a
disposition of the Company and informed the Special Committee
that it would not be interested in a third-party sale of the
Company; the Special Committee and Lazard were not authorized
to, and did not, solicit third-party indications of interest
for the acquisition of the Company, nor were any offers from
third parties received; although the Special Committee
recognized that this factor did not necessarily support its
determination regarding the fairness of the Transactions, the
Special Committee concluded that this factor was outweighed by
the totality of the other factors it considered in arriving at
its determination;
o the ability of the Public Stockholders who object to the
Merger to obtain "fair value" for their Shares if they
exercise and perfect their appraisal rights under the DGCL;
o the results of the prior efforts by Viacom to sell the
Company; and
o the fact that the Offer provides the Public Stockholders with
liquidity to dispose of their Shares which may not be
available in the public market due to the low level of trading
volume of the Shares on the New York Stock Exchange ("NYSE")
prior to the announcement of the Proposal (an average daily
trading volume of 22,834 shares since December 31, 1998).
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(b) Item 16 is hereby amended by adding the following paragraph
immediately succeeding the final paragraph under "SPECIAL FACTORS --
Recommendation of the Company's Board; Fairness of the Offer and the Merger":
The Board of Directors recognized that the Transactions were not
structured to require the approval of a majority of the Shares held by the
Public Stockholders and that Viacom currently has sufficient voting power
to approve the Merger Agreement without the affirmative vote of any other
stockholder of the Company. However, the Board of Directors, including the
members of the Special Committee, believe that the Transactions are
procedurally fair because, among other things:
o the Special Committee was appointed to represent the interests
of the Public Stockholders;
o the Special Committee retained and was advised by separate
legal counsel;
o the Special Committee retained Lazard Freres as its
independent financial advisor to assist it in evaluating and
negotiating a potential transaction with Viacom;
o the Special Committee engaged in deliberations to evaluate the
Transactions and alternatives thereto;
o the $9.75 per Share price and the other terms and conditions
of the Transaction resulted from active arm's-length
bargaining between representatives of the Special Committee,
on the one hand, and representatives of Viacom, on the other;
and
o Public Stockholders may obtain "fair value" for their Shares
if they exercise and perfect their appraisal rights under the
DGCL.
(c) Item 16 is hereby amended by amending and restating in its entirety
the third paragraph on the cover page of the Offer to Purchase as follows:
THE BOARD OF DIRECTORS OF SPELLING ENTERTAINMENT GROUP INC. ("THE
COMPANY"), BY UNANIMOUS VOTE OF ALL DIRECTORS PRESENT AND VOTING, BASED
UPON, AMONG OTHER THINGS, THE UNANIMOUS RECOMMENDATION AND APPROVAL OF A
COMMITTEE OF THE BOARD COMPRISED OF INDEPENDENT DIRECTORS (THE "SPECIAL
COMMITTEE"), HAS DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE MERGER, ARE FAIR
TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND THE PUBLIC STOCKHOLDERS
(AS DEFINED BELOW), APPROVED THE MERGER
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AGREEMENT, THE OFFER AND THE MERGER, DECLARED THE MERGER AGREEMENT TO BE
ADVISABLE AND RESOLVED TO RECOMMEND THAT STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES PURSUANT TO THE OFFER.
(d) Item 16 is hereby amended by amending and restating in its entirety
the paragraph under "SPECIAL FACTORS -- Position of Viacom Regarding Fairness of
the Offer and the Merger":
Viacom believes that the consideration to be received by the Public
Stockholders, pursuant to the Offer and the Merger, is fair to the Public
Stockholders. Viacom based its belief solely on (i) the fact that the
Board and the Special Committee concluded that the Offer and the Merger
are fair to, and in the best interests of, the Company and the Public
Stockholders, (ii) the fact that, in view of the historical and projected
financial performance of the Company and its financial results, Viacom
believed that its initial $9.00 per Share Proposal represented full and
fair value for the Public Stockholders and that Viacom agreed to increase
its offer to $9.75 per Share (iii) the fact that the consideration to be
paid in the Offer and the Merger represents a premium of approximately
42.4% over the average closing price for the one-month period prior to the
March 19, 1999 public announcement of Parent's original offer to acquire
the outstanding Shares held by the Public Stockholders, and a premium of
approximately 44.4% over the reported closing price for the Shares on the
last trading day prior to March 19, 1999, (iv) the fact that the terms of
the Offer and the Merger and the Merger Agreement were negotiated on an
arm's-length basis, (v) the fact that the Offer and the Merger will each
provide consideration to the stockholders entirely in cash, (vi)
notwithstanding the fact that Lazard Freres' opinion was provided solely
for the information and assistance of the Special Committee and that
Viacom is not entitled to rely on such opinion, the fact that the Special
Committee received an opinion from Lazard Freres that the $9.75 per Share
in cash to be received by the Public Stockholders in the Offer and the
Merger is fair to such holders from a financial point of view, (vii) the
ability of the Public Stockholders who object to the Merger to obtain
"fair value" for their Shares if they exercise and perfect their appraisal
rights under the DGCL, (viii) the results of the prior efforts by Viacom
to sell the Company, and (ix) the fact that the Offer provides the Public
Stockholders with liquidity to dispose of their Shares which may not be
available in the public market due to the low level of trading volume of
the Shares on the NYSE prior to the announcement of the Proposal. In
concluding that the terms of the Offer and the Merger are fair to the
Public Stockholders, Viacom viewed all of the factors listed above as
supporting such conclusion. Viacom found it impracticable to assign, nor
did it assign, relative weights to the individual factors considered in
reaching its conclusion as to fairness. While Viacom recognizes that the
consummation of the Offer and the Merger did not require the approval of a
majority of the Public Stockholders, it nevertheless believes that the
Transactions are procedurally fair for the reasons cited by the Board,
including the members of the Special Committee. See
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"SPECIAL FACTORS -- Recommendation of the Company's Board; Fairness of the
Offer and Merger."
(e) Item 16 is hereby amended by amending and restating in its entirety
the fourth paragraph under "INTRODUCTION" in the Offer to Purchase as follows:
The board of directors of the Company (the "Board"), by the
unanimous vote of all directors present and voting, based upon, among
other things, the unanimous recommendation and approval of a committee of
the Board comprised of independent directors (the "Special Committee"),
has determined that the Merger Agreement and the transactions contemplated
thereby, including each of the Offer and the Merger (collectively, the
"Transactions"), are fair to, and in the best interests of, the Company
and the Public Stockholders (as defined below), approved the Merger
Agreement, the Offer and the Merger, declared the Merger Agreement to be
advisable and resolved to recommend that stockholders accept the Offer and
tender their Shares pursuant to the Offer.
(f) Item 16 is hereby amended by amending and restating in its entirety
the fourth paragraph under "SPECIAL FACTORS -- Recommendation of the Company's
Board; Fairness of the Offer and the Merger" in the Offer to Purchase as
follows:
On May 14, 1999, the Board, by the unanimous vote of all directors
present and voting based upon, among other things, the unanimous
recommendation and approval of the Special Committee, determined that the
Merger Agreement and the Transactions are fair to, and in the best
interests of, the Company and the Public Stockholders, approved the Merger
Agreement, the Offer and the Merger, declared the Merger Agreement to be
advisable and recommended that stockholders accept the Offer and tender
their Shares pursuant to the Offer.
(g) Item 16 is hereby amended by amending and restating in its entirety
the fifth paragraph under "SPECIAL FACTORS -- Opinion of Lazard Freres --
Comparable Publicly Traded Companies Analysis" in the Offer to Purchase as
follows:
Based upon projections provided by the Company, the Per Share Amount
implied an enterprise value multiple of 1998 revenues of 1.99x a multiple
of 1999 estimated revnues of 2.32x, a multiple of 1998 EBITDA of 27.7x, a
multiple of 1999 estimated EBITDA of 30.2x, a multiple of 1998 EBIT of
35.9x and a multiple of 1999 estimated EBIT of 42.8x. The Company did not
prepare or provide Lazard Freres with estimated revenues, EBITDA or EBIT
for 2000 on a U.S. GAAP basis. Lazard Freres also calculated the implied
enterprise value as a multiple of the 2000 estimated unlevered pre-tax and
after-tax cash flow to be 21.5x and 29.1x, respectively. Lazard Freres
noted that the multiples implied by the Per Share Amount were generally
higher than the multiples implied by each of the Selected Comparable
Television Production Companies and the Selected Comparable Diversified
Media
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Companies. Lazard Freres noted, however, that there were several factors
that limited the relevance of this analysis: (i) there were relatively few
direct comparable companies to the Company due to the Company's focus on
television production and its extensive film and television libraries;
(ii) the cyclicality and accounting methods of the entertainment industry
made interpreting the multiples difficult; and (iii) the Company's recent
restructuring efforts complicated comparison of historical results.
(h) Item 16 is hereby amended by amending and restating in its entirety
the paragraph under "SPECIAL FACTORS -- Opinion of Lazard Freres -- Discounted
Cash Flow Analysis" in the Offer to Purchase as follows:
Discounted Cash Flow Analysis. Based upon information, including
projections, provided by the Company's management, Lazard Freres estimated the
net present value of the future cash flows of four principal components of the
Company's business: current production, future production, TV and film library
and corporate overhead. The information, including projections, provided by the
Company further segregated the cash flows on a show-by-show basis for the
current production and by "slates" of programs for the future production. Lazard
Freres utilized discount rates ranging from 9% to 12% and perpetuity growth
rates ranging from 0% to 3% for current production, discount rates ranging from
12% to 15% and perpetuity growth rates ranging from 6% to 9% for future
production, discount rates of 7% to 10% and perpetuity growth rates ranging from
(2%) to 1% for TV and film library, and discount rates of 10% to 13% and
perpetuity growth rates ranging from (2%) to 1% for corporate overhead. These
factors were applied to three different operating scenarios provided by
management of the Company: a "status quo" scenario; a "stand-alone" scenario;
and a "fully integrated" scenario. The status quo scenario represented the
current state of the Company as it was operated under the control of Parent. The
stand-alone and fully integrated scenarios were prepared for comparative
purposes for the Special Committee to reflect the values hypothetically
obtainable if the Company were free to operate as a stand alone enterprise or
fully integrated with the infrastructure of Parent or another major integrated
studio. Adjusting appropriately for estimated net debt as of June 30, 1999, of
$245.0 million and other assets valued at approximately $11.5 million, these
analyses indicated net equity value reference ranges per share of Common Stock
as of June 30, 1999 of approximately $7.60 to $10.50 for the status quo
scenario, $8.60 to $11.55 for the stand-alone scenario and $12.45 to $16.20 for
the fully integrated scenario. However, as Viacom informed Lazard Freres and the
Special Committee that it was not prepared to entertain either the stand-alone
scenario or fully integrated scenario to the extent it involved third parties,
Lazard Freres noted that the results of the analyses under the stand-alone and
fully integrated scenarios were of limited relevance. However, to the extent
such scenario was relevant, the ranges of values yielded under the fully
integrated scenario suggest that Spelling may be worth more than the Per Share
Amount.
(i) Item 16 is hereby amended by amending and restating in its entirety
the last sentence under "SPECIAL FACTORS -- CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS" in the Offer to Purchase as follows:
Neither Parent nor Purchaser assumes any responsibility for the
accuracy or validity of the foregoing Projections.
(j) Item 16 is hereby amended by amending and restating in its entirety
the first sentence of the third paragraph under "THE TENDER OFFER -- Section 1.
Terms of the Offer; Expiration Date" in the Offer to Purchase as follows:
Subject to the applicable regulations of the Commission, Purchaser
also expressly reserves the right, in its sole discretion (subject to the
terms and conditions of the Merger Agreement), at any time and from time
to time, (i) to terminate the Offer and not accept for payment any Shares
upon the occurrence of any of the conditions specified in "THE TENDER
OFFER -- Section 12. Certain Conditions of the Offer" prior to the
Expiration Date and (ii) to waive any condition or otherwise amend the
Offer in any respect, by giving oral or written notice of such delay,
termination, waiver or amendment to the Depositary and by making a public
announcement thereof.
(k) Item 16 is hereby amended by amending and restating in its entirety
the first sentence of the first paragraph under "THE TENDER OFFER -- Section 2.
Acceptance for Payment and Payment for Shares" in the Offer to Purchase as
follows:
2. Acceptance for Payment and Payment for Shares. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for
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payment, and will pay for, all Shares validly tendered and not properly
withdrawn prior to the Expiration Date, promptly after the Expiration
Date.
(l) Item 16 is hereby amended by amending and restating in its entirety
the first paragraph under "THE TENDER OFFER -- Section 12. Certain Conditions of
the Offer" in the Offer to Purchase as follows:
12. Certain Conditions of the Offer. Notwithstanding any other
provision of the Offer, Purchaser shall not be required to accept for
payment or, subject to the applicable rules and regulations of the
Commission, including Rule 14e-1(c) under the Exchange Act, pay for any
Shares tendered pursuant to the Offer, and may terminate or amend the
Offer in a manner consistent with the terms of the Merger Agreement and
may postpone the acceptance for payment of any Shares tendered in a manner
consistent with the terms of the Merger Agreement, if at any time on or
after May 17, 1999 and prior to the Expiration Date and prior to the
acceptance for payment of Shares, any of the following conditions shall
exist:
(m) Item 16 is hereby amended by amending the table under "SPECIAL
FACTORS--Beneficial Ownership of Common Stock--Ownership of Viacom Shares By
Directors and Executive Officers of the Company," by deleting the figure 12,000
and substituting the figure 31,600 and by deleting the figure 93,678,634 and
substituting the figure 93,698,234.
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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.
June 11, 1999
VSEG ACQUISITION INC.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President
and General Counsel
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.
June 11, 1999
VIACOM INTERNATIONAL INC.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President
and General Counsel
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.
June 11, 1999
VIACOM INC.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President
and General Counsel
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.
June 11, 1999
SPELLING ENTERTAINMENT
GROUP INC.
By: /s/ Sally Suchil
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Name: Sally Suchil
Title: Senior Vice President
and General Counsel