=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 6
Paramount Communications Inc.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 74-1330475
- ---------------------------------------- -------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
15 Columbus Circle, New York, New York 10023-7780
- ------------------------------------------ ------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of Class)
=================================================================
<PAGE>
Item 1. Description of Securities to be Registered
------------------------------------------
On January 21, 1994, the Company and Viacom Inc.
("Viacom") entered into an Agreement and Plan of Merger, dated as
of January 21, 1994 (as the same may be amended from time to
time, the "Viacom Merger Agreement"). The Viacom Merger
Agreement provides, among other things, for the business
combination of the Company and Viacom through a first-step cash
tender offer by Viacom (the "Viacom Offer") for 50.1% of the
outstanding shares of the common stock (the "Common Stock") of
the Company followed by a second-step merger of the two
companies, while preserving the ability to proceed with a single-
step merger of the two companies. The second-step merger and the
single-step merger shall be referred to herein as the "Viacom
Merger".
Immediately prior to entering into the Viacom Merger
Agreement, the Company terminated the Agreement and Plan of
Merger, between the Company and QVC Network, Inc. ("QVC"), dated
as of December 22, 1993 (as amended, the "QVC Merger Agreement").
Pursuant to the terms of the QVC Merger Agreement, the Exemption
Agreement, between the Company and QVC (as the same may be
amended from time to time, the "QVC Exemption Agreement"), became
effective on January 21, 1994. Pursuant to the QVC Exemption
Agreement, the Company is, among other things, required, under
certain circumstances, to amend the Rights Agreement (as defined
below) so that the consummation of QVC's currently outstanding
tender offer for 50.1% of the outstanding shares of Common Stock
of the Company, as amended and supplemented, shall not cause the
rights issued under the Rights Agreement (the "Rights") to become
exercisable, if QVC has complied with the agreements and
covenants contained in the QVC Exemption Agreement.
Concurrently with the execution of the Viacom Merger
Agreement, the Exemption Agreement, between the Company and
Viacom, dated as of December 22, 1993 (as the same may be amended
from time to time, the "Viacom Exemption Agreement"), terminated
by its terms. The Viacom Exemption Agreement shall again become
effective if the Viacom Merger Agreement is terminated in
accordance with its terms and Viacom continues the Viacom Offer.
Pursuant to the Viacom Exemption Agreement, at such time as the
Viacom Exemption Agreement again becomes operative, the Company
is, among other things, required, under certain circumstances, to
amend the Rights Agreement so that the consummation of the Viacom
Offer, as amended and supplemented, shall not cause the Rights to
become exercisable, if Viacom has complied with the agreements
and covenants contained in the Viacom Exemption Agreement.
<PAGE>
2
In light of the foregoing and in connection with the
Viacom Merger Agreement, the Company executed Amendment No. 6
(the "Rights Amendment") to the Rights Agreement, dated as of
September 7, 1988, with Chemical Bank (formerly known as
Manufacturers Hanover Trust Company), as Rights Agent (as amended
by Amendments No. 1, No. 2, No. 3, No. 4 and No. 5 thereto, the
"Rights Agreement").
The Rights Amendment provides that Viacom will not
become an "Acquiring Person" and that no "Triggering Event",
"Stock Acquisition Date" or "Distribution Date" (as such terms
are defined in the Rights Agreement, as amended by the Rights
Amendment) will occur as a result of: (i) the approval,
execution, delivery or effectiveness of the Viacom Merger
Agreement or the Viacom Exemption Agreement, whether or not such
Viacom Exemption Agreement is operative pursuant to the terms of
the Viacom Merger Agreement, or (ii) the consummation of the
Merger, as defined in the Viacom Merger Agreement, provided that
no shares of capital stock of the Company are acquired pursuant
to the Offer, as defined in the Viacom Merger Agreement or the
Viacom Exemption Agreement.
The Rights Amendment also provides that QVC will not
become an "Acquiring Person" and that no "Triggering Event",
"Stock Acquisition Date" or "Distribution Date" (as such terms
are defined in the Rights Agreement, as amended by the Rights
Amendment) will occur as a result of: (a) the approval,
execution, delivery or effectiveness of the QVC Exemption
Agreement or (b) the continuation of the Offer, as defined in the
QVC Exemption Agreement, provided that no shares of capital stock
of the Company are acquired pursuant to the Offer, as defined in
the QVC Exemption Agreement.
In addition, the Rights Amendment provides that the
Rights will expire immediately prior to the consummation of the
Viacom Merger. A summary of the Rights as amended follows.
Summary of Rights
-----------------
On September 7, 1988, the Board of Directors of the
Company declared a dividend distribution of one Common Stock
Purchase Right for each outstanding share of Common Stock of the
Company. The distribution was paid as of September 19, 1988 to
shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one share of
Common Stock at a Purchase Price of $200 per share. The Board of
Directors has also authorized the issuance of one Right (subject
to adjustment) with respect to each share of Common Stock that
becomes outstanding between September 18, 1988 and the
Distribution Date (as defined below).
Until the close of business on the Distribution Date
(which date shall not be deemed to have occurred solely by reason
of: (w) the approval, execution, delivery or effectiveness of the
<PAGE>
3
Viacom Merger Agreement or the Viacom Exemption Agreement,
whether or not such Viacom Exemption Agreement is operative
pursuant to the terms of the Viacom Merger Agreement, (x) the
consummation of the Merger, as defined in the Viacom Merger
Agreement, provided that no shares of capital stock of the
Company are acquired pursuant to the Offer, as defined in the
Viacom Merger Agreement or the Viacom Exemption Agreement, (y)
the approval, execution, delivery or effectiveness of the QVC
Exemption Agreement, or (z) the continuation of the Offer, as
defined in the QVC Exemption Agreement, provided that no shares
of capital stock of the Company are acquired pursuant to the
Offer, as defined in the QVC Exemption Agreement), which will
occur on the earlier of (i) the tenth day following a public
announcement that a person or group of affiliated or associated
persons ("Acquiring Person" (which term shall not include Viacom,
QVC or any of their affiliates, as the case may be, which would
otherwise become Acquiring Persons solely by reason of: (w) the
approval, execution, delivery or effectiveness of the Viacom
Merger Agreement or the Viacom Exemption Agreement, whether or
not such Viacom Exemption Agreement is operative pursuant to the
terms of the Viacom Merger Agreement, (x) the consummation of the
Merger, as defined in the Viacom Merger Agreement, provided that
no shares of capital stock of the Company are acquired pursuant
to the Offer, as defined in the Viacom Merger Agreement or the
Viacom Exemption Agreement, (y) the approval, execution, delivery
or effectiveness of the QVC Exemption Agreement, or (z) the
continuation of the Offer, as defined in the QVC Exemption
Agreement, provided that no shares of capital stock of the
Company are acquired pursuant to the Offer, as defined in the QVC
Exemption Agreement)) has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding
Common Stock of the Company (the "Stock Acquisition Date" (which
date shall not be deemed to have occurred solely by reason of:
(w) the approval, execution, delivery or effectiveness of the
Viacom Merger Agreement or the Viacom Exemption Agreement,
whether or not such Viacom Exemption Agreement is operative
pursuant to the terms of the Viacom Merger Agreement, (x) the
consummation of the Merger, as defined in the Viacom Merger
Agreement, provided that no shares of capital stock of the
Company are acquired pursuant to the Offer, as defined in the
Viacom Merger Agreement or the Viacom Exemption Agreement, (y)
the approval, execution, delivery or effectiveness of the QVC
Exemption Agreement, or (z) the continuation of the Offer, as
defined in the QVC Exemption Agreement, provided that no shares
of capital stock of the Company are acquired pursuant to the
Offer, as defined in the QVC Exemption Agreement)) or (ii) a date
fixed by the Board of Directors of the Company after the
commencement of a tender offer or exchange offer which would
result in the ownership of 30% or more of the outstanding Common
Stock, the Rights will be represented by and transferred with,
and only with, the Common Stock. Until the Distribution Date,
new certificates issued for Common Stock after September 19, 1988
will contain a legend incorporating the Rights Agreement, as
amended by the Rights Amendment, by reference, and the surrender
for transfer of any of the Company's Common Stock certificates
<PAGE>
4
will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate Right
Certificates will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution
Date, and thereafter the separate certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire at the earliest of (i) the close of
business on September 30, 1998, (ii) the time at which the Rights
are redeemed by the Company as described below and (iii)
immediately prior to the Effective Time (as defined in the Viacom
Merger Agreement).
The Purchase Price payable, and the number of shares of
Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of the Common
Stock, (ii) upon the grant to holders of the Common Stock of
certain rights or warrants to subscribe for Common Stock or
convertible securities at less than the current market price of
the Common Stock or (iii) upon the distribution to holders of the
Common Stock of evidences of indebtedness or assets (excluding
regular cash dividends and dividends payable in Common Stock) or
of subscription rights or warrants (other than those referred to
above).
Unless the Rights are earlier redeemed, in the event
that, after the Stock Acquisition Date, the Company were to be
acquired in a merger or other business combination (in which any
shares of the Company's Common Stock are changed into or
exchanged for other securities or assets) or more than 50% of the
assets or earning power of the Company and its subsidiaries
(taken as a whole) were to be sold or transferred in one or a
series of related transactions, the Rights Agreement, as amended
by the Rights Amendment, provides that proper provision shall be
made so that each holder of record of a Right will from and after
such date have the right to receive, upon payment of the Purchase
Price, that number of shares of common stock of the acquiring
company having a market value at the time of such transaction
equal to two times the Purchase Price.
In the event that any Person becomes an Acquiring
Person, each holder of a Right, other than the Acquiring Person,
will have the right to receive, upon payment of the Purchase
Price, a number of shares of Common Stock having a market value
equal to twice the Purchase Price. To the extent that
insufficient shares of Common Stock are available for the
exercise in full of the Rights, holders of Rights will receive
upon exercise shares of Common Stock to the extent available and
then cash, property or other securities of the Company (which may
be accompanied by a reduction in the Purchase Price), in
proportions determined by the Company, so that the aggregate
<PAGE>
5
value received is equal to twice the Purchase Price. Rights are
not exercisable following the Stock Acquisition Date until the
expiration of the period during which the Rights may be redeemed
as described below. Notwithstanding the foregoing, following the
Stock Acquisition Date, Rights that are (and, under certain
circumstances, Rights that were) beneficially owned by an
Acquiring Person will be null and void.
No fractional shares of Common Stock or other Company
securities will be issued upon exercise of the Rights and, in
lieu thereof, a payment in cash will be made to the holder of
such Rights equal to the same fraction of the current market
value of a share of Common Stock or other Company securities.
At any time until ten days following the Stock
Acquisition Date (subject to extension by the Board of
Directors), the Board of Directors may cause the Company to
redeem the Rights in whole, but not in part, at a price of $.01
per Right, subject to adjustment (the "Redemption Price").
Immediately upon the action of the Board of Directors authorizing
redemption of the Rights, the right to exercise the Rights will
terminate, and the holders of Rights will only be entitled to
receive the Redemption Price without any interest thereon.
For as long as the Rights are then redeemable, the
Company may, except with respect to the Redemption Price or the
final date of expiration of the Rights, amend the Rights in any
manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not
then redeemable, the Company may amend the Rights in any manner
that does not adversely affect the interests of holders of the
Rights as such.
Until a Right is exercised, the holder, as such, will
have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement, as amended by the
Rights Amendment, has been filed as an Exhibit to the Company's
Registration Statement on Form 8-A, as amended. This summary
description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement,
as amended by the Rights Amendment, which is incorporated in this
summary description by reference.
<PAGE>
6
Item 2. Exhibits
--------
1. Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank (formerly
known as Manufacturers Hanover Trust Company), as
Rights Agent. The Rights Agreement includes as
Exhibit A the form of Right Certificate. Pursuant
to the Rights Agreement, Right Certificates will
not be distributed until after the Distribution
Date (as defined therein).
2. Amendment No. 1, dated as of June 6, 1989, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.
3. Amendment No. 2, dated as of September 12, 1993,
to Rights Agreement, dated as of September 7,
1988, between the Company and Chemical Bank, as
Rights Agent.
4. Amendment No. 3, dated as of October 24, 1993, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.
5. Amendment No. 4, dated as of November 6, 1993, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.
6. Amendment No. 5, dated as of December 22, 1993, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.
7. Amendment No. 6, dated as of January 21, 1994, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.*
____________________________
*Filed herewith
<PAGE>
7
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
PARAMOUNT COMMUNICATIONS INC.
By: DONALD ORESMAN
---------------------------
Name: Donald Oresman
Title: Executive Vice
President
January 31, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1 Rights Agreement, dated as of September 7,
1988, between the Company and Chemical Bank
(formerly known as Manufacturers Hanover
Trust Company), as Rights Agent. The Rights
Agreement includes as Exhibit A the form of
Right Certificate. Pursuant to the Rights
Agreement, Right Certificates will not be
distributed until after the Distribution Date
(as defined therein).
2 Amendment No. 1, dated as of June 6, 1989, to
Rights Agreement, dated as of September 7,
1988, between the Company and Chemical Bank,
as Rights Agent.
3 Amendment No. 2, dated as of September 12,
1993, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.
4 Amendment No. 3, dated as of October 24,
1993, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.
5 Amendment No. 4, dated as of November 6,
1993, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.
6 Amendment No. 5, dated as of December 22,
1993, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.
7 Amendment No. 6, dated as of January 21,
1994, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.*
____________________________
*Filed herewith
EXHIBIT 7
AMENDMENT NO. 6 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 6, dated as of January 21, 1994, is
between PARAMOUNT COMMUNICATIONS INC., a Delaware corporation
(the "Company"), and CHEMICAL BANK (as successor to Manufacturers
Hanover Trust Company) (the "Rights Agent").
Recitals
A. The Company and the Rights Agent are parties to a
Rights Agreement dated as of September 7, 1988, as amended (the
"Rights Agreement").
B. Pursuant to Section 26 of the Rights Agreement,
the Company and the Rights Agent desire to amend the Rights
Agreement as set forth below.
Accordingly, the Rights Agreement is hereby amended as
follows:
1. Amendment of Section 1(o). Section 1(o) of the
-------------------------
Rights Agreement is amended to read in its entirety as
follows:
"(o) 'Exempt Person' shall mean (i) the Company,
any Subsidiary of the Company, any employee benefit
plan or employee stock plan of the Company, or of any
Subsidiary of the Company, or any person or entity
organized, appointed, established or holding Common
Stock for or pursuant to the terms of any such plan;
(ii) Viacom Inc., a Delaware corporation ("Viacom"),
and any Affiliate of Viacom, so long as neither Viacom
nor any Affiliate of Viacom is the Beneficial Owner of
any capital stock of the Company other than capital
stock of the Company of which Viacom or any Subsidiary
of Viacom is the Beneficial Owner solely by reason of
either or both of (A) the Agreement and Plan of Merger
(as the same may be amended from time to time, the
"Viacom Merger Agreement"), dated as of January 21,
1994, between Viacom and the Company, and (B) at such
time as the Viacom Exemption Agreement (defined below)
shall become operative pursuant to the terms of the
Viacom Merger Agreement, the Exemption Agreement (as
the same may be amended from time to time, the "Viacom
Exemption Agreement"), dated as of December 22, 1993,
between Viacom and the Company, provided that, in the
case of each of (A) and (B), no shares of capital stock
of the Company are acquired pursuant to the Offer, as
defined in the Viacom Merger Agreement or the Viacom
Exemption Agreement; and (iii) QVC Network, Inc., a
<PAGE>
2
Delaware corporation ("QVC"), and any Affiliate of QVC,
so long as neither QVC nor any Affiliate of QVC is the
Beneficial Owner of any capital stock of the Company
other than capital stock of the Company of which QVC or
any Subsidiary of QVC is the Beneficial Owner solely by
reason of the Exemption Agreement (as the same may be
amended from time to time, the "QVC Exemption
Agreement"), dated as of January 21, 1994, between QVC
and the Company, provided that no shares of capital
stock of the Company are acquired pursuant to the
Offer, as defined in the QVC Exemption Agreement.
Notwithstanding any provision of this Rights
Agreement to the contrary, no Distribution Date, Stock
Acquisition Date or Triggering Event shall be deemed to
have occurred, neither Viacom nor any Affiliate of
Viacom shall be deemed to have become an Acquiring
Person and no holder of Rights shall be entitled to
exercise such Rights under or be entitled to any rights
pursuant to Section 7(a), 11(a) or 13(a) of this Rights
Agreement solely by reason of (X) the approval,
execution, delivery or effectiveness of the Viacom
Merger Agreement or the Viacom Exemption Agreement,
whether or not such Viacom Exemption Agreement is
operative pursuant to the terms of the Viacom Merger
Agreement, or (Y) the consummation of the Merger, as
defined in the Viacom Merger Agreement, provided that
no shares of capital stock of the Company are acquired
pursuant to the Offer, as defined in the Viacom Merger
Agreement or the Viacom Exemption Agreement; provided
that in the event that Viacom or any Affiliate of
Viacom becomes the Beneficial Owner of any shares of
Common Stock upon the consummation of the Offer, as
defined in the Viacom Merger Agreement or the Viacom
Exemption Agreement, or in any other manner other than
as set forth in subsection 1(o)(ii) above, the
provisions of this sentence (other than this proviso)
shall not be applicable.
Notwithstanding any provision of this Rights
Agreement to the contrary, no Distribution Date, Stock
Acquisition Date or Triggering Event shall be deemed to
have occurred, neither QVC nor any Affiliate of QVC
shall be deemed to have become an Acquiring Person and
no holder of Rights shall be entitled to exercise such
Rights under or be entitled to any rights pursuant to
Section 7(a), 11(a) or 13(a) of this Rights Agreement
solely by reason of (I) the approval, execution,
delivery or effectiveness of the QVC Exemption
Agreement or (II) the continuation of the Offer, as
defined in the QVC Exemption Agreement, provided that
no shares of capital stock of the Company are acquired
pursuant to the Offer, as defined in the QVC Exemption
Agreement; provided that in the event that QVC or any
<PAGE>
3
Affiliate of QVC becomes the Beneficial Owner of any
shares of Common Stock upon the consummation of the
Offer, as defined in the QVC Exemption Agreement, or in
any other manner other than as set forth in subsection
1(o)(iii) above, the provisions of this sentence (other
than this proviso) shall not be applicable."
2. Amendment of Section 7(a). Section 7(a) of the
-------------------------
Rights Agreement is amended by deleting clause (iii) thereof
in its entirety and substituting, in lieu thereof, a new
clause (iii) which shall be and read as follows:
"(iii) immediately prior to the Effective Time (as
defined in the Viacom Merger Agreement)."
3. Effectiveness. This Amendment shall be deemed
-------------
effective as of January 21, 1994 as if executed by both
parties on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
4. Miscellaneous. This Amendment shall be deemed to
-------------
be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to
contracts to be made and performed entirely within such
state. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected,
impaired or invalidated.
<PAGE>
4
EXECUTED as of the date set forth above.
Attest: PARAMOUNT COMMUNICATIONS INC.
- ------------------------ -----------------------------
Name: Name:
Title: Title:
Attest: CHEMICAL BANK (as successor to
Manufacturers Hanover Trust
Company)
- ------------------------ -----------------------------
Name: Name:
Title: Title:
