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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 2)
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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 INTERNATIONAL INC. 5700 Wilshire Boulevard
VIACOM INC. Los Angeles, CA 90036-3659
1515 Broadway
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, Esq. 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. 2 to the Rule 13E-3 Transaction Statement on
Schedule 13E-3 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 10. Interest in the Securities of the Issuer.
Item 10 of the Schedule 13E-3 is hereby amended and supplemented as follows:
The Offer expired as scheduled at 12:00 midnight, New York City
time, on Friday, June 18, 1999. Based on a preliminary count, 15,492,326 Shares
were tendered (of which 423,520 Shares were tendered pursuant to notices of
guaranteed delivery) representing approximately 16.6% of the issued and
outstanding Shares. On Saturday, June 19, 1999, effective as of 12:01 a.m., all
Shares validly tendered and not withdrawn prior to the expiration of the Offer
were accepted for payment. In addition to the Shares acquired pursuant to the
Offer, Parent beneficially owns 75,216,103 Shares, representing approximately
80.6% of the issued and outstanding Shares. As a result, Parent and Purchaser
own approximately 97.2% of the issued and outstanding Shares. Parent intends to
effect the merger of Purchaser with and into the Company as promptly as
practicable. Parent and Purchaser own a sufficient number of Shares to enable
Purchaser to effect the Merger without a vote or meeting of the Company's
shareholders. Pursuant to the Merger, Shares of the Company that were not
tendered into the Offer will be canceled and converted automatically into the
right to receive $9.75 per Share in cash, subject to dissenters' rights.
Following the Merger, the Company will become a wholly owned subsidiary of
Parent. A press release issued by Parent on June 21, 1999 announcing the
expiration of the Offer and the acceptance of validly tendered Shares is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference.
Item 17. Exhibits.
Item 17 of the Schedule 13E-3 is hereby amended by adding the following Exhibit:
(d)(10) Press Release issued by Parent and the Company on June 21, 1999.
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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 21, 1999
VSEG ACQUISITION INC.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President,
General Counsel
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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 21, 1999
VIACOM INTERNATIONAL INC.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President,
General Counsel
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After reasonable 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 21, 1999
VIACOM INC.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President,
General Counsel
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After reasonable 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 21, 1999 By: *
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Sumner M. Redstone,
Individually
*By: /s/ Philippe P. Dauman
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Philippe P. Dauman
Attorney-in-Fact under the Limited
Power of Attorney filed as Exhibit
99.2 to Amendment No. 11 to the
Statement on Schedule 13D filed on
March 7, 1993 in respect of the
common stock of Spelling
Entertainment Group Inc.
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EXHIBIT INDEX
Exhibit No.
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(d)(10) Press Release issued by Parent and the Company on June 21, 1999.
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EXHIBIT (d)(10)
Viacom Completes Tender Offer for Spelling
NEW YORK, NY, June 21, 1999--Viacom Inc. (NYSE: VIA - news, VIA.B) announced
today that it has completed its tender offer for all outstanding shares of
common stock of Spelling Entertainment Group Inc. (NYSE: SP, PSE: SP) that it
does not already own for $9.75 per share in cash. The tender offer expired as
scheduled at 12:00 midnight, New York City time, on Friday, June 18, 1999. Based
on a preliminary count, 15,492,326 shares of Spelling common stock were tendered
(of which 423,520 shares were tendered pursuant to notices of guaranteed
delivery). The tendered shares along with the shares of common stock already
owned by Viacom represent approximately 97.2% of all of the issued and
outstanding shares of Spelling. All shares validly tendered and not withdrawn
prior to the expiration of the tender offer were accepted for payment.
The tender offer was made under the terms of a merger agreement between Spelling
and Viacom. Also under that merger agreement, Viacom will acquire all of the
remaining shares of Spelling it does not own in a merger to take place later
this week. In the merger, all remaining shares of Spelling not purchased in the
offer (other than those held by Viacom) will be converted into the right to
receive $9.75 per share in cash, subject to dissenters' rights.
Spelling Entertainment Group Inc. is a leading producer and distributor of
television and film entertainment and comprises Spelling Television, Big Ticket
Television, Worldvision Enterprises and Hamilton Projects. The Company is one of
the largest producers of television programming and, through its combined
libraries, controls approximately 10,000 hours of programming for worldwide
distribution.
Viacom Inc. is one of the world's largest entertainment companies and is a
leading force in nearly every segment of the international media marketplace.
The operations of Viacom include Blockbuster, MTV Networks, Paramount Pictures,
Paramount Television, Paramount Parks, Showtime Networks, Simon & Schuster, 19
television stations, and movie screens in 12 countries. Viacom also owns
half-interests in Comedy Central, UPN and UCI. National Amusements, Inc., a
closely held corporation which operates approximately 1,300 screens in the U.S.,
the U.K. and South America, is the parent company of Viacom. More information
about Viacom is available at the Company's Web site located at
http://www.viacom.com.
Contact:
Susan Duffy
(212) 258-6347
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