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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 24
to
SCHEDULE 14D-9
(with respect to the tender offer by QVC Network, Inc.)
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Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
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PARAMOUNT COMMUNICATIONS INC.
(Name of Subject Company)
PARAMOUNT COMMUNICATIONS INC.
(Name of Person Filing Statement)
Common Stock, par value $1.00 per share
Including the associated Common Stock Purchase Rights
(Title of Class of Securities)
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699216 10 7
(CUSIP Number of Class of Securities)
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Donald Oresman, Esq.
Paramount Communications Inc.
15 Columbus Circle
New York, New York 10023-7780
(212) 373-8000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf
of the person filing statement)
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Copy to:
Joel S. Hoffman, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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This Amendment No. 24 supplements and amends to the extent
indicated herein the Solicitation/Recommendation Statement on
Schedule 14D-9 of Paramount Communications Inc., filed with the
Securities and Exchange Commission on November 8, 1993 (as
supplemented and amended through the date hereof, the "Schedule
14D-9"), with respect to the Current QVC Offer (as described
herein and therein). Capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to such terms
in the Schedule 14D-9.
Item 2. TENDER OFFER OF THE BIDDER
The response to Item 2 is hereby supplemented and amended as
follows:
On January 19, 1994, QVC issued a press release
announcing the extension of the expiration date of the
Current QVC Offer to 12:00 midnight on January 31, 1994. A
copy of QVC's press release is filed as Exhibit No. 77 to
the Schedule 14D-9 and is incorporated herein by reference.
Item 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby supplemented and amended to
add the following:
Exhibit 77 - Press Release issued by QVC on January 19,
1994.
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2
SIGNATURE
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.
PARAMOUNT COMMUNICATIONS INC.
By Donald Oresman
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Name: Donald Oresman
Title: Executive Vice President
Dated: January 20, 1994
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3
EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- --------
1* Pages 5, 6 and 10-20 of Paramount's Proxy
Statement dated January 29, 1993 for its 1993
Annual Meeting of Stockholders.
2* Employment Agreement with Robert Greenberg, a
senior vice president of Paramount, dated as of
April 5, 1993.
3* Press Release issued on November 6, 1993.
4* Letter to Stockholders of Paramount dated November
8, 1993 with respect to the Viacom Offer.
5* Letter to Stockholders of Paramount dated November
8, 1993 with respect to the QVC Offer.
6* Amended and Restated Agreement and Plan of Merger,
dated as of October 24, 1993, between Paramount
and Viacom.
7* Amendment No. 1, dated as of November 6, 1993, to
the Amended and Restated Agreement and Plan of
Merger.
8* Stock Option Agreement, dated as of September 12,
1993, as amended on October 24, 1993, between
Paramount and Viacom.
9* Voting Agreement, dated as of September 12, 1993,
as amended on October 24, 1993, between Paramount
and Amusements.
10* Press Release issued by Viacom on November 12, 1993.
11* Press Release issued on November 15, 1993.
12* Letter to Stockholders of Paramount dated November
16, 1993 with respect to the QVC Offer.
13* Press Release issued by QVC on November 20, 1993.
14* Press Release issued by Viacom on November 19, 1993.
15* Press Release issued by QVC on November 22, 1993.
16* Press Release issued by Viacom on November 22, 1993.
17* Press Release issued by QVC on November 23, 1993.
18* Press Release issued by Viacom on November 23, 1993.
19* Press Release issued by QVC on November 24, 1993.
20* Press Release issued by Viacom on November 24, 1993.
21* Memorandum Opinion in QVC Network, Inc. v.
Paramount Communications Inc., et al., Civ. Action
No. 13208 (Del. Ch. November 24, 1993).
22* Preliminary Injunction Order in QVC Network, Inc. v.
Paramount Communications Inc., et al., Civ. Action No.
13208 (Del. Ch. November 24, 1993).
23* Press Release issued by Paramount on November 24, 1993.
24* Press Release issued by Viacom on November 24, 1993.
25* Press Release issued by Viacom on November 26,1993.
26* Press Release issued by Viacom on November 29, 1993.
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* Previously filed.
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4
Exhibit Description Page No.
- ------- ----------- --------
27* Order of the Delaware Supreme Court dated November 29,
1993.
28* Press Release issued by QVC on December 1, 1993.
29* Revised Memorandum Opinion in QVC Network, Inc. v.
Paramount Communications Inc., et al., Civ. Action
No. 13208 (Del. Ch. November 24, 1993).
30* Press Release issued by QVC on December 10, 1993.
31* Press Release issued by Paramount on December 9, 1993.
32* Press Release issued by Viacom on December 9, 1993.
33* Order in Paramount Communications Inc., et al. v. QVC
Network, Inc., Civ. Action No. 13208 (Del. December 9,
1993).
34* Press Release issued by QVC on December 9, 1993.
35* Letter from Richards, Layton & Finger to Vice
Chancellor Jack B. Jacobs of the Delaware Court of
Chancery dated December 10, 1993.
36* Bidding Procedures of Paramount dated December 14,
1993.
37* Press Release issued by Paramount on December 14, 1993.
38* Letter to Stockholders of Paramount dated December 14,
1993 with respect to the Viacom Offer and the QVC
Offer.
39* Press Release issued by QVC on December 14, 1993.
40* Press Release issued by Viacom on December 14, 1993.
41* Press Release issued by QVC on December 16, 1993.
42* Letter from Wachtell, Lipton, Rosen & Katz to Lazard
dated December 14, 1993.
43* Letter from Simpson Thacher & Bartlett to Wachtell,
Lipton, Rosen & Katz dated December 15, 1993.
44* Press Release issued by Paramount on December 15, 1993.
45* Letter from the Delaware Chancery Court to Young,
Conaway, Stargatt & Taylor; Richards, Layton & Finger;
Morris & Morris; and Morris, Nichols, Arsht & Tunnell
dated December 14, 1993.
46* Revised pages to the Memorandum Opinion in QVC Network,
Inc. v. Paramount Communications Inc., et al., Civ.
Action No. 13208 (Del. Ch. November 24, 1993).
47* Letter from Shearman & Sterling to Lazard dated
December 15, 1993.
48* Letter from Simpson Thacher & Bartlett to Shearman &
Sterling dated December 16, 1993.
49* Letter from Simpson Thacher & Bartlett to Wachtell,
Lipton, Rosen & Katz dated December 17, 1993.
50* Press Release issued by Paramount on December 20, 1993.
51* Press Release issued by QVC on December 22, 1993.
52* Press Release issued by Paramount on December 22, 1993.
53* Agreement and Plan of Merger, dated as of December
22, 1993, between Paramount and QVC.
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* Previously filed.
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5
Exhibit Description Page No.
- ------- ----------- --------
54* Voting Agreement dated December 22, 1993 among
BellSouth Corporation, Comcast Corporation, Cox
Enterprises, Inc., Advance Publications, Inc. and Arrow
Investments, L.P.
55* Letter to Stockholders of Paramount dated December 23,
1993 with respect to the Revised QVC Offer and the
Viacom Offer.
56* Opinion of Lazard dated December 21, 1993.
57* Notice of Termination dated December 22, 1993 delivered
by Paramount to Viacom.
58* Exemption Agreement, dated as of December 22, 1993,
between Viacom and Paramount.
59* First Amendment, dated as of December 27, 1993, to
Agreement and Plan of Merger, dated as of December 22,
1993, between Paramount and QVC.
60* Press Release issued by QVC on January 7, 1994.
61* Press Release issued by QVC on January 10, 1994.
62* Press Release issued by Paramount on January 7, 1994.
63* Press Release issued by Viacom on January 7, 1994.
64* Press Release issued by Viacom on January 9, 1994.
65* Letter from Wachtell, Lipton, Rosen & Katz to the
Paramount Board dated January 11, 1994.
66* Letter from Shearman & Sterling to the Paramount Board
dated January 12, 1994.
67* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated January 13, 1994.
68* Press Release issued by Paramount on January 12, 1994.
69* Letter from Simpson Thacher & Bartlett to Shearman &
Sterling and Wachtell, Lipton, Rosen & Katz dated
January 13, 1994.
70* Letter to Stockholders of Paramount dated January 13,
1994 with respect to the Current QVC Offer and the
Revised Viacom Offer.
71* Opinion of Lazard dated January 12, 1994.
72* Letter from Wachtell, Lipton, Rosen & Katz to Simpson
Thacher & Bartlett dated January 14, 1994.
73* Letter from Simpson Thacher & Bartlett to Wachtell,
Lipton, Rosen & Katz dated January 18, 1994.
74* Letter from the Commission to Simpson Thacher &
Bartlett dated January 15, 1994.
75* Press Release issued by Paramount on January 18, 1994.
76* Press Release issued by Viacom on January 18, 1994.
77 Press Release issued by QVC on January 19, 1994.
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* Previously filed.
QVC EXTENDS TENDER OFFER
WEST CHESTER, Pa., Jan. 19 -- QVC (NASDAQ-NMS: QVCN) announced today that
it has extended the expiration date of its tender offer for 50.1 percent of
the common stock of Paramount Communications Inc. (NYSE: PCI) to 12:00
midnight, New York City time on Monday, January 31, 1994. As of 12:00
midnight, New York City time on January 18, 1994, approximately 18,718,619
shares of Paramount common stock had been tendered in the offer.
# # #
CONTACT: Michael Rourke, 212-371-5999, or Donald Van de Mark,
215-429-5666, both of QVC; or (investors), William F. Costello of QVC,
215-430-8938, or Diana Brainerd of Abernathy/MacGregor/Scanlon, 212-371-5999
