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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3
(SEC. 240.13E-3) THEREUNDER)
(AMENDMENT NO. 4)
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PARAMOUNT COMMUNICATIONS INC.
(Name of the Issuer)
SUMNER M. REDSTONE
NATIONAL AMUSEMENTS, INC.
VIACOM INC.
PARAMOUNT COMMUNICATIONS INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
699216 10 7
(CUSIP Number of Class of Securities)
PHILIPPE P. DAUMAN, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL,
CHIEF ADMINISTRATIVE OFFICER AND SECRETARY
VIACOM INTERNATIONAL INC.
1515 BROADWAY
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 258-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons(s) Filing Statement)
with copies to:
PHILLIP L. JACKSON, ESQ.
CREIGHTON O'M. CONDON, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
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 [17 CFR 240.14a-1 to
240.14b-1], Regulation 14C [17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3(c) [ Sec. 240.13e-3(c)] under
the Securities Exchange Act of 1934.
b. /X/ The filing of a registration statement under the
Securities Act of 1933.
c. / / 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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<PAGE>
INTRODUCTION
This Amendment No. 4 to the Rule 13e-3 Transaction Statement (this
"Statement") made by Sumner M. Redstone, individually, National Amusements,
Inc., a Maryland corporation, Viacom Inc., a Delaware corporation ("Viacom"),
and Paramount Communications Inc., a Delaware corporation (the "Issuer"), is the
final amendment to and amends and supplements the original filing of the Rule
13e-3 Transaction Statement and Amendment Nos. 1, 2 and 3 thereto filed by such
parties with the Securities and Exchange Commission on April 15, 1994, May 25,
1994, June 6, 1994 and June 17, 1994, respectively.
This final amendment is filed pursuant to Rule 13e-3(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended, to report the
consummation, on July 7, 1994, of the merger of Viacom Sub Inc., a Delaware
corporation ("Merger Sub"), with and into the Issuer (the "Merger") and to
include as an exhibit to this Statement a press release issued by the Issuer on
July 6, 1994 and a press release issued by Viacom on July 7, 1994 regarding such
consummation.
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ITEM 16. ADDITIONAL INFORMATION
The response to Item 16 is hereby amended and supplemented by the addition
of the following:
A special meeting of stockholders of the Issuer was held on July 6, 1994.
At such special meeting, the Amended and Restated Agreement and Plan of Merger
dated as of February 4, 1994, as further amended as of May 26, 1994, among
Viacom, Merger Sub and the Issuer was approved and adopted by the requisite
votes of stockholders of the Issuer in accordance with the requirements of
Sections 203 and 251 of the Delaware General Corporation Law (the "DGCL").
The Merger occurred on July 7, 1994, upon the effectiveness of a
Certificate of Merger filed with the Secretary of State of the State of Delaware
(the time the Merger became effective is referred to as the "Effective Time").
The Issuer was the surviving corporation in the Merger (the "Surviving
Corporation"). As of the Effective Time of the Merger, (i) each share of Common
Stock (other than shares of Common Stock held in the treasury of the Issuer or
owned by any direct or indirect wholly owned subsidiary of Viacom or of the
Issuer and other than shares of Common Stock held by stockholders who have
demanded and perfected appraisal rights under the DGCL) was converted into the
right to receive (i) 0.93065 of a share of the Class B Common Stock, par value
$.01 per share, of Viacom (the "Viacom Class B Common Stock"), (ii) $17.50
principal amount of Viacom's 8% exchangeable subordinated debentures due 2006,
(iii) 0.93065 of a contingent value right of Viacom, (iv) 0.5 of a three-year
warrant to purchase one share of Viacom Class B Common Stock at $60 per share
and (v) 0.3 of a five-year warrant to purchase one share of Viacom Class B
Common Stock at $70 per share.
Copies of a press release issued by the Issuer on July 6, 1994 and a press
release issued by Viacom on July 7, 1994 are attached hereto as Exhibits (g)(5)
and (g)(6), respectively, and are incorporated by reference herein.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
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(a) Not applicable.
(b)(1) Opinion of Smith Barney Shearson Inc. ("Smith Barney"), dated February 1, 1994 (which is
attached as Annex III to the Proxy Statement/Prospectus included in Exhibit (d)(1) hereto).
(b)(2) A report by Smith Barney to the Board of Directors of Viacom, dated February 1994, on certain
financial analyses.
(b)(3) Opinion of Lazard Freres & Co. ("Lazard Freres") dated February 4, 1994 (which is attached as
Annex IV to the Proxy Statement/Prospectus included in Exhibit (d)(1) hereto).
(b)(4) A report by Lazard Freres to the Board of Directors of the Issuer, dated February 4, 1994, on
certain financial analyses.
(b)(5) Letter, dated February 14, 1994, from Lazard Freres to Mr. Donald Oresman of the Issuer.
(c)(1) Amended and Restated Agreement and Plan of Merger dated as of February 4, 1994, as further
amended as of May 26, 1994, among Viacom, Viacom Sub Inc., a wholly owned subsidiary of
Viacom, and the Issuer (which is attached as Annex I to the Proxy Statement/Prospectus
included in Exhibit (d)(1) hereto).
(c)(2) Voting Agreement dated as of January 21, 1994 between NAI and the Issuer (which is attached as
Annex II to the Proxy Statement/Prospectus included in Exhibit (d)(1) hereto).
(d)(1) Registration Statement on Form S-4 of Viacom including the Joint Proxy Statement/Prospectus of
Viacom and the Issuer for the Special Meetings of Stockholders of Viacom and the Issuer and
the Annual Meeting of Stockholders of Viacom.
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1
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(d)(2) Form of Proxies.
(e)(1) Statement of appraisal rights set forth under the caption "Dissenting Stockholders' Rights of
Appraisal" in, and Annex V to, the Proxy Statement/Prospectus included in Exhibit (d)(1)
hereto.
(f) Not applicable.
(g)(1) "Financial Statements and Supplemental Data" from the Issuer's Transition Report on Form 10-K
for the six-month period ended April 30, 1993, as amended by Form 10-K/A Amendment No. 1 dated
September 28, 1993, as further amended by Form 10-K/A Amendment No. 2 dated September 30, 1993
and as further amended by Form 10-K/A Amendment No. 3 dated March 21, 1994.
(g)(2) Part I. "Financial Information," Item 1. "Financial Statements" from the Issuer's Quarterly
Report on Form 10-Q for the quarter ended July 31, 1993.
(g)(3) Part I. "Financial Information," Item 1. "Financial Statements" from the Issuer's Quarterly
Report on Form 10-Q for the quarter ended October 31, 1993.
(g)(4) Part I "Financial Information," Item 1. "Financial Statements" from the Issuer's Quarterly
Report on Form 10-Q for the quarter ended January 31, 1994.
*(g)(5) Press Release issued by the Issuer on July 6, 1994.
*(g)(6) Press Release issued by Viacom on July 7, 1994.
(h)(1) Powers of Attorney.
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* Filed herewith.
2
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SIGNATURE
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.
July 7, 1994
VIACOM INC.
By: /s/ PHILIPPE P. DAUMAN
.........................................
Name: Philippe P. Dauman
Title: Executive Vice President, General
Counsel, Chief Administrative
Officer and Secretary
SUMNER M. REDSTONE
*
.........................................
Sumner M. Redstone, Individually
NATIONAL AMUSEMENTS, INC.
By: *
.........................................
Name: Sumner M. Redstone
Title: Chairman, President and Chief
Executive Officer
PARAMOUNT COMMUNICATIONS INC.
By: /s/ PHILIPPE P. DAUMAN
.........................................
Name: Philippe P. Dauman
Title: Executive Vice President, General
Counsel, Chief Administrative
Officer and Secretary
*By /s/ PHILIPPE P. DAUMAN
.....................................
Philippe P. Dauman
Attorney-in-Fact under Powers
of Attorney filed as Exhibit (h)(1)
to this Statement
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION PAGE
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(b)(1) Opinion of Smith Barney Shearson, dated February 1, 1994 (which is attached as Annex III to the
Proxy Statement/Prospectus included in Exhibit (d)(1) hereto).
(b)(2) A report by Smith Barney to the Board of Directors of Viacom, dated February 1994, on certain
financial analyses.
(b)(3) Opinion of Lazard Freres dated February 4, 1994 (which is attached as Annex IV to the Proxy
Statement/Prospectus included in Exhibit (d)(1) hereto).
(b)(4) A report by Lazard Freres to the Board of Directors of the Issuer, dated February 4, 1994, on
certain financial analyses.
(b)(5) Letter, dated February 14, 1994, from Lazard Freres to Mr. Donald Oresman of the Issuer.
(c)(1) Amended and Restated Agreement and Plan of Merger dated as of February 4, 1994, as further
amended as of May 26, 1994, among Viacom, Viacom Sub Inc., a wholly owned subsidiary of Viacom,
and the Issuer (which is attached as Annex I to the Proxy Statement/Prospectus included in
Exhibit (d)(1) hereto).
(c)(2) Voting Agreement dated as of January 21, 1994 between NAI and the Issuer (which is attached as
Annex II to the Proxy Statement/Prospectus included in Exhibit (d)(1) hereto).
(d)(1) Registration Statement on Form S-4 of Viacom including the Joint Proxy Statement/Prospectus of
Viacom and the Issuer for the Special Meetings of Stockholders of Viacom and the Issuer and the
Annual Meeting of Stockholders of Viacom.
(d)(2) Form of Proxies.
(e)(1) Statement of appraisal rights set forth under the caption "Dissenting Stockholders' Rights of
Appraisal" in, and Annex V to, the Proxy Statement/Prospectus included in Exhibit (d)(1) hereto.
(g)(1) "Financial Statements and Supplemental Data" from the Issuer's Transition Report on Form 10-K
for the six-month period ended April 30, 1993, as amended by Form 10-K/A Amendment No. 1 dated
September 28, 1993, as further amended by Form 10-K/A Amendment No. 2 dated September 30, 1993
and as further amended by Form 10-K/A Amendment No. 3 dated March 21, 1994.
(g)(2) Part I. "Financial Information," Item 1. "Financial Statements" from the Issuer's Quarterly
Report on Form 10-Q for the quarter ended July 31, 1993.
(g)(3) Part I. "Financial Information," Item 1. "Financial Statements" from the Issuer's Quarterly
Report on Form 10-Q for the quarter ended October 31, 1993.
(g)(4) Part I "Financial Information," Item 1. "Financial Statements" from the Issuer's Quarterly
Report on Form 10-Q for the quarter ended January 31, 1994.
*(g)(5) Press Release issued by the Issuer on July 6, 1994.
*(g)(6) Press Release issued by Viacom on July 7, 1994.
(h)(1) Powers of Attorney.
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* Filed herewith.
PARAMOUNT STOCKHOLDERS APPROVE MERGER WITH VIACOM
Wilmington, Del.--(BUSINESS WIRE)--July 6, 1994 -- At a Special Meeting,
stockholders of Paramount Communications Inc. (NYSE: PCI) approved the merger
of Paramount and a wholly owned subsidiary of Viacom Inc. (AMEX: VIA and VIAB).
The Special Meeting of Viacom's stockholders to vote on the merger will
be held tomorrow at 10:30 a.m. in New York City. The merger is expected
to be consummated promptly after the Special Meeting.
Viacom Inc. owns a leading group of basic cable and premium networks,
including MTV, MTV Europe, MTV Latino, VH-1, Nickelodeon/Nick at Nite,
Showtime, The Movie Channel and FLIX; produces and distributes television
programming; develops and publishes interactive software; owns cable
systems serving 1.1 million customers; and owns five television stations
and 14 radio stations. Through its majority-owned subsidiary Paramount
Communications Inc., Viacom is also a major producer and distributor of
motion pictures and television programming, and is one of the world's
largest publishers. Paramount also owns professional sports franchises,
Madison Square Garden and five regional theme parks; basic cable
networks; seven television stations; and movie screens in 11 countries.
The combined entity of Viacom and Paramount is one of the world's
largest entertainment companies and a leading force in nearly every
segment of the international media marketplace. National Amusements,
Inc., a closely held corporation which owns and operates approximately
850 movie screens in the U.S. and the U.K., is the parent company
of Viacom Inc.
CONTACT: Viacom Inc., New York
Carl Folta, 212/258-6352
Hilary Condit, 212/258-6346
VIACOM COMPLETES MERGER WITH PARAMOUNT
-- Transition Process Moving Ahead Quickly:
Groundwork Laid for New Ventures --
-- Combined Company to be Called Viacom Inc.
New York -- (Business Wire) -- July 7, 1994 -- Viacom Inc. (AMEX: VIA and VIAB)
has completed the acquisition of Paramount Communications Inc. through a
merger of Paramount and a wholly owned subsidiary of Viacom, it was
announced today by Sumner M. Redstone, Chairman, and Frank J. Biondi, Jr.,
President and Chief Executive Officer of Viacom Inc.
The merger was approved by holders of Viacom Class A Common Stock
at a special meeting held here today. A total of 48,718,000 shares, or 99.8%
of the Viacom shares voting on the proposal, approved the merger, representing
91.4% of the total Viacom Class A shares outstanding. Viacom previously
acquired a majority of Paramount's common stock in a tender offer on March
11, 1994.
Paramount's stockholders approved the merger yesterday at a special
meeting in Wilmington, Delaware. A total of 103,131,951 shares, or 99.5%
of the outstanding Paramount shares voting on the proposal, approved the
merger, representing 85% of the total Paramount shares outstanding.
At its Annual Meeting of Stockholders, which immediately followed the
Special Meeting, the Company also announced that Viacom Inc. will remain
the corporate name of the combined company. Viacom's businesses
will retain their brand names.
Mr. Redstone said, "This is a momentous occasion in the history of Viacom.
Almost 10 months ago we set out to change the face and destiny of our
Company and, indeed, of the entertainment industry. Today we have reached
that goal
-- more --
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and completed the merger of two of the greatest software-driven companies
in the world: Viacom and Paramount. We have created a massive global media
company whose potential is staggering and whose opportunities for rapidly
escalating growth, both in its existing and new businesses, are unlimited."
Mr. Biondi said, "During the five months since we won control of Paramount,
we've been aggressive in consolidating the two companies -- in terms of
the tremendous combination of assets and the richly talented group of
people -- and we've laid the groundwork for the creation of many exciting
new ventures. The two companies are already hard at work on a number of
joint projects. The transition process is essentially behind us, and today
we move forward with vast new opportunities for growth."
As a result of the merger, each share of Paramount Common Stock will be
converted into the right to receive 0.93065 of a share of Viacom Class B
Common Stock, $17.50 principal amount of Viacom's 8% exchangeable
subordinated debentures due 2006, 0.93065 of a contingent value right of
Viacom, 0.5 of a three-year warrant to purchase one share of Viacom Class
B Common Stock at $60 per share and 0.3 of a five-year warrant to purchase
one share of Viacom Class B Common Stock at $70 per share.
The members of the Board of Directors of Viacom Inc. who were
elected at the meeting are: George S. Abrams, Partner of the law firm
Winer & Abrams; Frank J. Biondi, Jr., President and Chief Executive
Officer of Viacom; Philippe P. Dauman, Executive Vice President, General
Counsel, Chief Administrative Officer and Secretary of Viacom; William C.
Ferguson, Chairman of the Board and Chief Executive Officer of NYNEX; H.
Wayne Huizenga, Chairman of the Board and Chief Executive Officer of
Blockbuster; Ken Miller, Vice Chairman of CS First Boston Corporation;
Brent D. Redstone, a Director of National Amusements, Inc.; Sumner M.
Redstone, Chairman of the Board of Viacom; Frederic V. Salerno, Vice
Chairman, Finance and Business Development of NYNEX; and William Schwartz,
Vice President for Academic Affairs of Yeshiva University and University
Professor of Law at Yeshiva University and the Cardozo School of Law.
-- more --
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The Board of Directors recommended, and the stockholders approved, the
appointment of Price Waterhouse as independent auditors to serve until the
Annual Meeting of Stockholders in 1995.
Viacom Inc. is one of the world's largest entertainment and publishing
companies and a leading force in nearly every segment of the international
media marketplace. The operations of Viacom include Paramount Pictures;
Paramount Television; MTV Networks (MTV, MTV Europe, MTV Latino,
Nickelodeon/Nick at Nite, VH-1); Showtime Networks Inc. (Showtime, The
Movie Channel, FLIX); Simon & Schuster (Prentice Hall, Macmillan, Pocket
Books); Madison Square Garden (New York Knicks, New York Rangers, MSG
Network); Viacom Interactive Media; five regional theme parks; movie
screens in 11 countries; cable systems serving 1.1 million customers; 12
television stations; and 14 radio stations. National Amusements, Inc., a
closely held corporation which owns and operates approximately 850 movie
screens in the U.S. and the U.K., is the parent company of Viacom Inc.
Contact: Viacom Inc., New York
Carl Folta, 212/258-6352
Hilary Condit, 212/258-6346
