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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Blockbuster Entertainment Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
0000936761
(CUSIP Number)
W. Loeber Landau
Sullivan & Cromwell
125 Broad Street, New York, New York 10004
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 7, 1994
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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CUSIP NO. 006874 10 1
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philips Electronics N.V.
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
- ------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- ------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 18,895,211
SHARES ----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 18,895,211
WITH ----------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,895,211
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.60%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------
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This Amendment No. 4 to the Schedule 13D originally filed on
April 16, 1992 by Philips Electronics N.V. ("Philips") with respect to the
acquisition of Common Stock, $.10 par value (the "Common Stock"), of
Blockbuster Entertainment Corporation (the "Issuer"), amends such Schedule
13D. The information set forth herein supplements the information set
forth in such Schedule 13D, as amended.
Item 4. Purpose of the Transaction.
The response to Item 6 is hereby incorporated herein by
reference.
Item 5. Interest in Securities of Issuer.
The response to Item 6 is hereby incorporated herein by
reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
In connection with the execution of a merger agreement (the
"Merger Agreement") by and between Viacom Inc. ("Viacom") and the issuer,
Philips has entered into a Proxy Agreement, dated as of January 7, 1994
(the "Proxy Agreement), with Viacom relating to the disposition of and
voting rights in respect of 17,245,211 shares of the Common Stock of the
issuer owned beneficially by Philips. A copy of the Proxy Agreement has
been filed as an Exhibit to the Schedule 13D.
Pursuant to the terms of the Proxy Agreement, Philips has: (1)
agreed not to sell, pledge or otherwise dispose of any of the 17,245,211
shares of Common Stock until the termination of the Merger Agreement, and
following termination of the Merger Agreement (other than a termination
pursuant to Section 8.01(o) thereof) during such time as a Competing
Transaction (as defined in the Merger Agreement) exists with respect to the
issuer (such term not to extend beyond the close of business on the 120th
day following termination of the Merger Agreement); (2) constituted and
appointed Viacom as its true and lawful attorney and proxy to vote each of
the 17,245,211 shares of Common Stock in favor of the adoption of the
Merger Agreement, the associated merger and any related transactions or
matters contemplated by the Merger Agreement and against any proposal of
any merger, sale of assets or other business combination between the issuer
and another person and entity; (3) agreed to cause the 17,245,211 shares of
Common Stock to be voted in accordance with the provisions of the Proxy
Agreement; and (4) agreed to take other actions reasonably required to vest
in Viacom the power to carry out the provisions of the Proxy Agreement.
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Item 7. Material to be Filed as Exhibits.
Exhibit Description
4 Proxy Agreement, dated as of January 7, 1994, by and between
Philips and Viacom
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Date: January 14, 1994
PHILIPS ELECTRONICS N.V.
By /s/ J.D. Timmer By /s/ D.G. Eustace
Name: J.D. Timmer Name: D.G. Eustace
Title: President Title: Executive Vice-
President
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PROXY AGREEMENT
PROXY AGREEMENT, dated as of January 7, 1994, among VIACOM
INC., a Delaware corporation ("Viacom"), and each other person and entity
listed on the signature pages hereof (each, a "Stockholder").
WHEREAS, as of the date hereof each Stockholder owns (either
beneficially or of record) the number of shares of common stock, par value
$0.10 per share ("Blockbuster Common Stock"), of Blockbuster Entertainment
Corporation, a Delaware corporation ("Blockbuster"), set forth opposite
such Stockholder's name on Exhibit A hereto (all such shares owned by the
Stockholders and any shares hereafter acquired by the Stockholders prior to
the termination of this Agreement being referred to herein as the
"Shares");
WHEREAS, Viacom and Blockbuster propose to enter into an
Agreement and Plan of Merger, dated as of the date hereof (as the same may
be amended from time to time, the "Merger Agreement"), which provides, upon
the terms and subject to the conditions thereof, for the merger of
Blockbuster with and into Viacom (the "Merger"); and
WHEREAS, as a condition to the willingness of Viacom to enter
into the Merger Agreement, Viacom has requested that each Stockholder
agree, and, in order to induce Viacom to enter into the Merger Agreement,
each Stockholder has agreed, severally and not jointly, to grant Viacom
proxies to vote such Stockholder's Shares;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements and covenants set forth herein and in the Merger
Agreement, the parties hereto agree as follows:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF
THE STOCKHOLDERS
Each Stockholder, severally and not jointly, hereby represents
and warrants to Viacom as follows:
SECTION 1.01. Due Organization, etc. Such Stockholder (if
it is a corporation, partnership or other legal entity) is duly organized
and validly existing under the laws of the jurisdiction of its
incorporation or organization. Such Stockholder has full power and
authority
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(corporate of otherwise) to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action
(corporate or otherwise) on the part of such Stockholder. This Agreement
has been duly executed and delivered by or on behalf of such Stockholder
and, assuming its due authorization, execution and delivery by Viacom,
constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, subject
to the effect of any applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and
subject, as to enforceability, to the effect of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
SECTION 1.02. Title to Shares. Such Stockholder is the
record or beneficial owner of its Shares free and clear of any proxy or
voting restriction other than pursuant to this Agreement.
ARTICLE II
TRANSFER AND VOTING OF SHARES
SECTION 2.01. Transfer of Shares. During the Proxy Term
(as defined below), and except as otherwise provided herein, each
Stockholder shall not (a) sell, pledge (other than Permitted Liens (as
defined below) or otherwise dispose of any of its Shares, (b) deposit its
Shares into a voting trust or enter into a voting agreement or arrangement
with respect to such Shares or grant any proxy with respect thereto or (c)
enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect acquisition or sale, assignment, transfer
or other disposition of any Blockbuster Common Stock. Exercise of rights
or remedies pursuant to bona fide pledges of Shares to banks or other
financial institutions ("Permitted Liens") are not restricted by this
Agreement.
SECTION 2.02 Voting of Shares; Further Assurances. (a)
Each Stockholder, by this Agreement, with respect to those Shares that it
owns of record, does hereby constitute and appoint Viacom, or any nominee
of Viacom, with full power of substitution, during and for the Proxy Term,
as its true and lawful attorney and proxy, for and in its name, place and
stead, to vote each of such Shares as its proxy, at every annual, special
or adjourned meeting of the stockholders of Blockbuster (including the
right to sign its name (as stockholder) to any consent, certificate or
other document relating to Blockbuster that the law of the
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State of Delaware may permit or require) (i) in favor of the adoption of
the Merger Agreement and approval of the Merger and the other transactions
contemplated by the Merger Agreement, (ii) against any proposal for any
recapitalization, merger, sale of assets or other business combination
between Blockbuster and any person or entity (other than the Merger) or any
other action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
Blockbuster under the Merger Agreement or which could result in any of the
conditions to Blockbuster's obligations under the Merger Agreement not
being fulfilled, and (iii) in favor of any other matter relating to
consummation of the transactions contemplated by the Merger Agreement.
Each Stockholder further agrees to cause the Shares owned by it
beneficially to be voted in accordance with the foregoing.
(b) For the purposes of this Agreement, "Proxy Term" shall
mean the period from the execution of this Agreement until the termination
of the Merger Agreement, and following termination of the Merger Agreement
(other than a termination pursuant to Section 8.01(c) thereof), during such
time as a Competing Transaction (as defined in the Merger Agreement) exists
with respect to Blockbuster; provided that in no event shall the Proxy Term
extend beyond the close of business on the 120th day following termination
of the Merger Agreement.
(c) Each Stockholder shall perform such further acts and
execute such further documents and instruments as may reasonably be
required to vest in Viacom the power to carry out the provisions of this
Agreement.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
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SECTION 3.02. Entire Agreement. This Agreement constitutes
the entire agreement of the parties and supersedes all prior agreements and
undertakings, both written and oral, between the parties, or any of them,
with respect to the subject matter hereof.
SECTION 3.03. Assignment. This Agreement shall not be
assigned by operation of law or otherwise.
SECTION 3.04. Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and
nothing in this Agreement, express or implied, is intended to or shall
confer upon any person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
SECTION 3.05. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that
the parties shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or in equity.
SECTION 3.06. Governing Law. Except to the extent that
Delaware Law is mandatorily applicable to the rights of the stockholders of
Blockbuster, this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts
executed and to be performed entirely within that state.
SECTION 3.07. Counterparts. This Agreement may be executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
VIACOM INC.
By /s/ Sumner M. Redstone
Name: Sumner M. Redstone
Title: Chairman of the Board
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PHILIPS ELECTRONICS N.V.
By /s/ D.G. Eustace
Name: D.G. Eustace
Title: Executive Vice
President
[Address]
__________________
__________________
WESTBURY (BERMUDA) LTD.
By /s/
Name:
Title: Vice President
Victoria Hall
11 Victoria Street
P.O. Box HM 1065
Hamilton HM EX
Bermuda
/s/ Scott Beck
Scott Beck
c/o Blockbluster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Harris W. Hudson
Harris W. Hudson
529 Bontana Avenue
Fort Lauderdale, FL 33301
/s/ Bonnie J. Hudson
Bonnie J. Hudson
529 Bontana Avenue
Fort Lauderdale, FL 33301
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/s/ Peter Huizenga
Peter Huizenga
Trustee, Peter H.
Huizenga Testamentary
Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
Peter Huizenga
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
Peter Huizenga
Trustee, Elizabeth I.
Huizenga Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
Peter Huizenga
Trustee, Betsy
Huizenga Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Peter Huizenga
Peter Huizenga
Trustee, Greta
Huizenga Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
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/s/ Heidi Huizenga
Heidi Huizenga
Trustee, Peter
Huizenga Jr. Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Heidi Huizenga
Heidi Huizenga
Trustee, Timothy
Huizenga Trust
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Dean Bruntrock
Dean Bruntrock
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
/s/ Michael DeGrote
Michael DeGrote
c/o Blockbuster Entertainment
Corporation
One Blockbuster Plaza
Fort Lauderdale, FL 33301
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EXHIBIT A
List of Stockholders
Number of Shares of
Blockbuster Common Stock Owned
Name of Stockholder Beneficially and of Record
Philips Electronics N.V. 17,245,211
[To Be Finalized]
