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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 27
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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<PAGE>
This Amendment No. 27 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 therein).
Capitalized terms used herein and not otherwise defined herein have the meanings
ascribed to such terms in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND
The response to Item 3(b) is hereby supplemented and amended as follows:
On January 27, 1994, Paramount and QVC entered into an amendment to
the QVC Exemption Agreement, a copy of which amendement is filed as Exhibit
No. 92 to the Schedule 14D-9 and is incorporated herein by reference.
On January 27, 1994, Paramount's attorneys delivered a letter
to Viacom's attorneys and QVC's attorneys, a copy of which is filed
as Exhibit No. 93 to the Schedule 14D-9 and is incorporated herein
by reference.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
The response to Item 7(b) is hereby supplemented and amended as follows:
On January 27, 1994, Paramount and Viacom entered into amendments to
the Viacom Merger Agreement and the Viacom Exemption Agreement, copies of
which amendments are filed as Exhibit Nos. 94 and 95, respectively, to the
Schedule 14D-9 and are incorporated herein by reference.
Reference is made to the letter from Paramount's attorneys to
Viacom's attorneys and QVC's attorneys filed as Exhibit No. 93 to the
Schedule 14D-9, which letter 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 92 - First Amendment, dated as of January 27, 1994, to
Exemption Agreement, dated as of January 21, 1994,
between QVC and Paramount.
Exhibit 93 - Letter from Simpson Thacher & Bartlett to Shearman
& Sterling and Wachtell, Lipton, Rosen & Katz dated
January 27, 1994.
Exhibit 94 - First Amendment, dated as of January 27, 1994, to
Agreement and Plan of Merger, dated as of January
21, 1994, between Viacom and Paramount.
Exhibit 95 - First Amendment, dated as of January 27, 1994, to
Exemption Agreement, dated as of December 22, 1993,
between Viacom and Paramount.
<PAGE>
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
..................................
Name: Donald Oresman
Title: Executive Vice President
Dated: January 27, 1994
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
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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.
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.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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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.
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.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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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.
78* Notice of Termination dated January 21, 1994 delivered by
Paramount to QVC.
79* Exemption Agreement, dated as of January 21, 1994, between
QVC and Paramount.
80* Press Release issued by Paramount on January 21, 1994.
81* Letter to Stockholders of Paramount dated January 24, 1994
with respect to the Current QVC Offer and the Revised Viacom
Offer.
82* Opinion of Lazard dated January 21, 1994.
83* Agreement and Plan of Merger, dated as of January 21, 1994,
between Paramount and Viacom.
84* Voting Agreement, dated as of January 21, 1994, between
Paramount and Amusements.
85* Letter from Viacom to Paramount dated January 19, 1994.
86* Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated January 20, 1994.
87* Letter from Shearman & Sterling to Paramount dated January
21, 1994.
88* Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated January 24, 1994.
89* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated January 24, 1994.
90* Letter from Shearman & Sterling to Paramount dated January
25, 1994.
91* Letter from Paramount to Shearman & Sterling dated January
25, 1994.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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92 First Amendment, dated as of January 27, 1994, to Exemption
Agreement, dated as of January 21, 1994, between QVC and
Paramount.
93 Letter from Simpson Thacher & Bartlett to Shearman & Sterling
and Wachtell, Lipton, Rosen & Katz dated January 27, 1994.
94 First Amendment, dated as of January 27, 1994, to Agreement
and Plan of Merger, dated as of January 21, 1994, between
Viacom and Paramount.
95 First Amendment, dated as of January 27, 1994, to Exemption
Agreement, dated as of December 22, 1993, between Viacom and
Paramount.
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* Previously filed.
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of January
27, 1994, to the Exemption Agreement, dated as of January 21,
1994 (the "Exemption Agreement"), between QVC Network, Inc., a
Delaware corporation ("QVC"), and Paramount Communications Inc.,
a Delaware corporation ("Paramount").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, QVC and Paramount have agreed to amend certain
provisions of the Exemption Agreement in the manner provided
below;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein contained, the parties hereto agree
as follows:
SECTION 1. Defined Terms. As used in this Amendment,
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terms defined in the Exemption Agreement are used herein as
therein defined, unless otherwise defined herein. Unless
otherwise indicated, all Section and subsection references are to
the Exemption Agreement.
SECTION 2. Amendments to Section 2.01(a). Clause (v)
-----------------------------
of Section 2.01(a) is hereby amended by deleting the words "other
than a change in the terms of the Offer" and by substituting, in
their place, the phrase "outside the control of the Offeror
(those events not deemed to be outside the control of the Offeror
shall include, without limitation, any change in the terms of the
Offer or the proposed terms of the Merger (as defined in the form
of Merger Agreement attached as Exhibit A hereto))." Section
2.01(a) is also amended by (i) inserting after the words
"consideration of the Offer or" in the last sentence thereof the
phrase "the Merger or" and (ii) inserting after the words
"otherwise amend the Offer" in the last sentence thereof the
phrase "or the proposed terms of the Merger." Section 2.01(a) is
further amended by adding at the end thereof the following
sentences:
"Any amendment to the Offer or any change in the
consideration offered to the Paramount stockholders in the
Merger that results in an extension of the Expiration Date shall
be publicly announced by 5:00 p.m. on the date of such amendment
or change. The Offeror hereby agrees that it shall not (a) seek
to amend or waive any provision of the Bidding Procedures or (b)
publicly announce an intention to take an action which is not
otherwise permitted, or refrain from taking an action which is
required, under the terms of this Agreement."
SECTION 3. Miscellaneous. Except as expressly amended
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herein, the Exemption Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
<PAGE>
2
This Amendment may be executed by the parties hereto in any
number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
SECTION 4. Governing Law. This Amendment shall be
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governed by, and construed in accordance with, the laws of the
State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law, except to
the extent that any provisions are governed by the federal
securities laws.
IN WITNESS WHEREOF, QVC and Paramount have caused this
Amendment to be executed as of the date first written above by
their respective officers thereunto duly authorized.
ATTEST: QVC NETWORK, INC.
By_________________ By__________________
ATTEST: PARAMOUNT COMMUNICATIONS INC.
By_________________ By_______________________
SIMPSON THACHER & BARTLETT
(A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS)
VIA FACSIMILE January 27, 1994
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Stephen R. Volk, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Gentlemen:
As you are aware, the bidding procedures to which you each have
committed require best and final bids no later than 5:00 p.m. on February 1,
1994. We want to confirm to you that Paramount fully intends to hold to that
schedule. We believe both bidders have had more than a reasonable time to
structure and propose a bid which will supply the highest value for the
Paramount shareholders. Moreover, having provided that opportunity, it is in
the best interests of Paramount and its shareholders to now conclude the
bidding process and the sale of Paramount in a timely manner. Any amendment to
either the offer or back end consideration after February 1 would be in
violation of the bidding procedures to which you have agreed. Lazard will be
available to discuss with you any questions you may have before you submit
your final bid.
Very truly yours,
/s/ Richard I. Beattie
Richard I. Beattie
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of January
27, 1994, to the Agreement and Plan of Merger, dated as of
January 21, 1994 (the "Merger Agreement"), between Viacom Inc., a
Delaware corporation ("Viacom"), and Paramount Communications
Inc., a Delaware corporation ("Paramount").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Viacom and Paramount have agreed to amend
certain provisions of the Merger Agreement in the manner provided
below;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein contained, the parties hereto agree
as follows:
SECTION 1. Defined Terms. As used in this Amendment,
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terms defined in the Merger Agreement are used herein as therein
defined, unless otherwise defined herein. Unless otherwise
indicated, all Section and subsection references are to the
Merger Agreement.
SECTION 2. Amendments to Section 2.1(c)(ii). Section
--------------------------------
2.1(c)(ii) is hereby amended by deleting the words "other than a
change in the terms of the Offer" and by substituting, in their
place, the phrase "outside the control of Viacom (those events
not deemed to be outside the control of the Offeror shall
include, without limitation, any change in the terms of the Offer
or the Merger)." Section 2.1(c)(ii) is also amended by (i)
inserting after the words "Common Stock payable in the Offer or"
the phrase "the Merger or" and (ii) inserting after the words
"otherwise amend the Offer" the phrase "or the terms of the
Merger." Section 2.1(c)(ii) is further amended by adding at the
end thereof the following sentences:
"Any amendment to the Offer or any change in the
consideration offered to the Paramount stockholders in the
Merger that results in an extension of the Expiration Date shall
be publicly announced by 5:00 p.m. on the date of such amendment
or change. Viacom hereby agrees that it shall not (a) seek to
amend or waive any provision of the Merger Agreement that is
substantially identical to the provisions relating to the bidding
procedures contained in the Other Exemption Agreement (the
"Bidding Procedures") or (b) publicly announce an intention to
take an action which is not otherwise permitted, or refrain from
taking an action which is required, under the terms of this
Agreement relating to the Bidding Procedures."
SECTION 3. Miscellaneous. Except as expressly amended
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herein, the Merger Agreement shall continue to be, and shall
<PAGE>
2
remain, in full force and effect in accordance with its terms.
This Amendment may be executed by the parties hereto in any
number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
SECTION 4. Governing Law. Except to the extent that
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Delaware Law is mandatorily applicable to the Merger and the
rights of the stockholders of Paramount and Viacom, this
Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts
of law.
IN WITNESS WHEREOF, Viacom and Paramount have caused
this Amendment to be executed as of the date first written above
by their respective officers thereunto duly authorized.
ATTEST: VIACOM INC.
By_________________ By__________________
ATTEST: PARAMOUNT COMMUNICATIONS INC.
By_________________ By_______________________
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of January
27, 1994, to the Exemption Agreement, dated as of December 22,
1993 (the "Exemption Agreement"), between Viacom Inc., a Delaware
corporation ("Viacom"), and Paramount Communications Inc., a
Delaware corporation ("Paramount").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Viacom and Paramount have agreed to amend
certain provisions of the Exemption Agreement in the manner
provided below;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein contained, the parties hereto agree
as follows:
SECTION 1. Defined Terms. As used in this Amendment,
-------------
terms defined in the Exemption Agreement are used herein as
therein defined, unless otherwise defined herein. Unless
otherwise indicated, all Section and subsection references are to
the Exemption Agreement.
SECTION 2. Amendments to Section 2.01(a). Clause (v)
-----------------------------
of Section 2.01(a) is hereby amended by deleting the words "other
than a change in the terms of the Offer" and by substituting, in
their place, the phrase "outside the control of the Offeror
(those events not deemed to be outside the control of the Offeror
shall include, without limitation, any change in the terms of the
Offer or the proposed terms of the Merger (as defined in the form
of Merger Agreement attached as Exhibit A hereto))." Section
2.01(a) is also amended by (i) inserting after the words
"consideration of the Offer or" in the last sentence thereof the
phrase "the Merger or" and (ii) inserting after the words
"otherwise amend the Offer" in the last sentence thereof the
phrase "or the proposed terms of the Merger." Section 2.01(a) is
further amended by adding at the end thereof the following
sentences:
"Any amendment to the Offer or any change in the
consideration offered to the Paramount stockholders in the
Merger that results in an extension of the Expiration Date shall
be publicly announced by 5:00 p.m. on the date of such amendment
or change. The Offeror hereby agrees that it shall not (a) seek
to amend or waive any provision of the Bidding Procedures or (b)
publicly announce an intention to take an action which is not
otherwise permitted, or refrain from taking an action which is
required, under the terms of this Agreement."
SECTION 3. Miscellaneous. Except as expressly amended
-------------
herein, the Exemption Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
<PAGE>
2
This Amendment may be executed by the parties hereto in any
number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
SECTION 4. Governing Law. This Amendment shall be
-------------
governed by, and construed in accordance with, the laws of the
State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law, except to
the extent that any provisions are governed by the federal
securities laws.
IN WITNESS WHEREOF, Viacom and Paramount have caused
this Amendment to be executed as of the date first written above
by their respective officers thereunto duly authorized.
ATTEST: VIACOM INC.
By_________________ By__________________
ATTEST: PARAMOUNT COMMUNICATIONS INC.
By_________________ By_______________________
