Exhibit 99.3
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VIACOM
1515 Broadway
New York, NY 10036
Sumner M. Redstone
Chairman of the Board and
Chief Executive Officer
March 19, 1999
Board of Directors
Spelling Entertainment Group Inc.
5700 Wilshire Boulevard
Suite 575
Los Angeles, CA 90036
Gentlemen:
Viacom Inc. ("Parent") is pleased to offer to acquire the equity
interest represented by all of the outstanding common stock, par value $.001 per
share, of Spelling Entertainment Group Inc. (the "Company") not currently owned
by Parent (the "Shares"). The principal terms of our offer are as follows:
1. Parent would acquire the Shares in a merger transaction
pursuant to which the Company would merge with a wholly-owned
subsidiary of Parent and each holder of a Share would receive
cash in the amount of $9.00 per Share. All employee stock
options would be accelerated upon closing of the merger and be
redeemed for the difference between the exercise price and the
merger consideration.
2. Consummation of the merger would be subject to approval of the
independent directors of the Company, as described below, as
well as approval by the Board of Directors of the Company and
such other terms and conditions as are customary for a
transaction of this type. A proposed draft of a merger
agreement is enclosed with this letter.
We assume that the two independent directors of the Company, Mr. John
L. Muething and Mr. William M. Haber, will constitute a special committee to
consider our offer and that such special committee will retain its own financial
and legal advisors to assist in its deliberations and negotiation of the merger
agreement.
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We believe that our offer is fair to, and in the best interests of, the
Company and its public stockholders. The proposed acquisition price is
equivalent to a 33% premium over the price of the Shares on the New York Stock
Exchange at the close of business on March 18, 1999.
In considering our proposal, you should be aware that we are interested
only in acquiring the publicly held shares at this time, and are not interested
in selling our interest in the Company.
We believe that this is an opportunity to make the Company an even more
important part of the Parent family. The transaction will allow us to maintain
and enhance the Spelling Television and Big Ticket organizations as a part of
our Entertainment Group with Mr. Aaron Spelling becoming the Chairman of the
Company after the merger. Although certain employees may be adversely affected
by the integration of certain staff, sales and back-office functions, we have an
excellent track record in treating employees in that situation fairly and will
do our best to find job opportunities for them within the Viacom organization.
We understand the importance of maintaining the Spelling organization through
the transition and will work diligently with you to do so.
We hope you will give this proposal your prompt attention. We are
available to meet with you to discuss this proposal at your convenience.
Very truly yours,
/s/ Sumner M. Redstone
Enclosure
