____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 14D-1
(Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934)
(Amendment No. 34)
PARAMOUNT COMMUNICATIONS INC.
(Name of Subject Company)
QVC NETWORK, INC.
COMCAST CORPORATION
BELLSOUTH CORPORATION
(Bidders)
Common Stock, Par Value $1.00 Per Share
(Including the Associated Common Stock Purchase Rights)
(Title of Class of Securities)
699216 10 7
(CUSIP Number of Class of Securities)
<TABLE>
<S> <C> <C>
Neal S. Grabell Stanley L. Wang Walter H. Alford
QVC Network, Inc. Comcast Corporation BellSouth Corporation
Goshen Corporate Park 1234 Market Street 1155 Peachtree Street, N.E.
West Chester, PA 19380 Philadelphia, PA 19107 Atlanta, GA 30367
(215) 430-1000 (215) 981-7510 (404) 249-2050
</TABLE>
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
<TABLE>
<S> <C> <C>
Pamela S. Seymon Dennis S. Hersch Alan Stephenson
Wachtell, Lipton, Rosen & Katz Davis Polk & Wardwell Cravath, Swaine & Moore
51 West 52nd Street 450 Lexington Avenue One Worldwide Plaza
New York, NY 10019 New York, NY 10017 825 Eighth Avenue
(212) 403-1000 (212) 450-4000 New York, NY 10022
(212) 474-1000
</TABLE>
<PAGE>
<PAGE>
(CALCULATION OF FILING FEE)
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$6,412,372,928 $1,282,475
* For purposes of calculating the filing fee only.
This calculation assumes the purchase of 61,657,432 shares of
Common Stock of Paramount Communications Inc. at $104 net per
share in cash. The amount of the filing fee, calculated in
accordance with Regulation 240.0-11 under the Securities Ex-
change Act of 1934, as amended, equals one-fiftieth of one
percentum of the value of the shares assumed to be so pur-
chased.
[x] Check box if any part of the fee is offset as pro-
vided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Iden-
tify the previous filing by registration statement
number, or the form or schedule and date of its fil-
ing.
Amount Previously Paid: $1,133,586 Filing Party: Same
Date Filed:
Form or Registration No.: 14D-1
<PAGE>
<PAGE>
This Statement amends and supplements the Tender Of-
fer Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission (the "Commission") on October 27, 1993, as
previously amended and supplemented (the "Schedule 14D-1"), by
QVC Network, Inc., a Delaware corporation ("QVC"), Comcast Cor-
poration, a Pennsylvania corporation ("Comcast"), and BellSouth
Corporation, a Georgia corporation ("BellSouth"). This State-
ment relates to a tender offer to purchase 61,657,432 of the
outstanding shares of Common Stock, par value $1.00 per share
(the "Shares"), of Paramount Communications Inc., a Delaware
corporation ("Paramount"), or such greater number of Shares as
equals 50.1% of the Shares outstanding plus the Shares issuable
upon the exercise of the then exercisable stock options, as of
the expiration of the Offer, and the associated Rights, at a
price of $104 per Share (and associated Right), net to the
seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase,
dated October 27, 1993 (the "Offer to Purchase"), as amended
and supplemented by the Supplement thereto, dated November 12,
1993 (the "First Supplement"), the Second Supplement thereto,
dated December 23, 1993 (the "Second Supplement"), the Third
Supplement thereto, dated February 1, 1994 (the "Third Supple-
ment"), the amendments thereto and the related original and
revised Letters of Transmittal (which together constitute the
"Offer"), which have been annexed to and filed with the Sched-
ule 14D-1 as Exhibits (a)(1), (a)(17), (a)(46), (a)(67),
(a)(2), (a)(18), (a)(47) and (a)(68), respectively. Capital-
ized terms used and not defined herein shall have the meanings
assigned such terms in the Offer and the Schedule 14D-1.
Item 1. Security and Subject Company.
(b) Reference is hereby made to the information set forth
in the Introduction and Section 1 ("Amended Terms of the Of-
fer") of the Third Supplement, which is incorporated herein by
reference.
(c) Reference is hereby made to the information set forth
in Section 6 ("Price Range of Shares; Dividends") of the Third
Supplement, which is incorporated herein by reference.
<PAGE>
<PAGE>
Item 3. Past Contacts, Transaction Or Negotiations With The
Subject Company.
(a)-(b) Reference is hereby made to the information set
forth in Section 3 ("Background of the Offer Since December 23,
1993; Contacts with Paramount") of the Third Supplement, which
is incorporated herein by reference.
Item 4. Source And Amount Of Funds Or Other Consideration.
(a)-(b) Reference is hereby made to the information set
forth in Section 4 ("Source and Amount of Funds") of the Third
Supplement, which is incorporated herein by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals
of the Bidder.
(a)-(e) Reference is hereby made to the information set
forth in the Introduction and Section 3 ("Background of the
Offer Since December 23, 1993; Contacts with Paramount") of the
Third Supplement, which is incorporated herein by reference.
Item 7. Contracts, Arrangements, Understandings or
Relationships With Respect to the Subject
Company's Securities.
Reference is hereby made to the information set forth in
the Introduction and Section 3 ("Background of the Offer Since
December 23, 1993; Contacts with Paramount") of the Third Sup-
plement, which is incorporated herein by reference.
Item 10. Additional Information.
(a) Reference is hereby made to the information set forth
in the Introduction and Section 3 ("Background of the Offer
Since December 23, 1993; Contacts with Paramount") of the Third
Supplement, which is incorporated herein by reference.
(f) Reference is hereby made to the entire texts of the
Third Supplement, the related revised Letter of Transmittal and
the press release issued by QVC on February 1, 1994 and filed
as Exhibit (a)(73) to the Schedule 14D-1, each of which is in-
corporated herein by reference.
-2-
<PAGE>
<PAGE>
Item 11. Material to be Filed as Exhibits.
(a)(1) -- Offer to Purchase, dated October 27, 1993.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Notice of Guaranteed Delivery.*
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(a)(5) -- Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Nominees.*
(a)(6) -- Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(7) -- Press release issued by QVC on October 21,
1993.*
(a)(8) -- Form of Summary Advertisement, dated October 27,
1993.*
(a)(9) -- Text of Letter from QVC to Paramount, dated Oc-
tober 29, 1993.*
(a)(10) -- Press release issued by QVC on October 29,
1993.*
(a)(11) -- Form of Letter to Participants in the Dividend
Reinvestment Plan of Paramount Communications
Inc.*
(a)(12) -- Text of Letter from Paramount to QVC, dated Oc-
tober 29, 1993.*
(a)(13) -- Text of Letter from Paramount to QVC advisor,
dated November 1, 1993.*
(a)(14) -- Text of Letter from QVC advisor to Paramount,
dated November 2, 1993.*
(a)(15) -- Press release issued by QVC on November 5,
1993.*
-3-
<PAGE>
<PAGE>
(a)(16) -- Press release issued by QVC on November 5,
1993.*
(a)(17) -- Supplement to the Offer to Purchase, dated No-
vember 12, 1993.*
(a)(18) -- Revised Letter of Transmittal.*
(a)(19) -- Revised Notice of Guaranteed Delivery.*
(a)(20) -- Revised Form of Letter to Brokers, Dealers, Com-
mercial Banks, Trust Companies and Nominees.*
(a)(21) -- Revised Form of Letter to Clients for use by
Brokers, Dealers, Commercial Banks, Trust Compa-
nies and Nominees.*
(a)(22) -- Press release issued by QVC on November 11,
1993.*
(a)(23) -- Press release issued by QVC on November 12,
1993.*
(a)(24) -- Revised Form of Letter to Participants in the
Dividend Reinvestment Plan of Paramount Com-
munications, Inc.*
(a)(25) -- Press release issued by QVC on November 16,
1993.*
(a)(26) -- Amended Complaint in Viacom International Inc.
v. Tele-Communications, Inc., et al., dated No-
vember 9, 1993, and filed in the United States
District Court for the Southern District of New
York.*
(a)(27) -- Text of letter from QVC to Paramount, dated
November 19, 1993.*
(a)(28) -- Press release issued by QVC on November 20,
1993.*
(a)(29) -- Press release issued by QVC on November 22,
1993.*
(a)(30) -- Press release issued by QVC on November 23,
1993.*
-4-
<PAGE>
<PAGE>
(a)(31) -- Press release issued by QVC on November 23,
1993.*
(a)(32) -- Press release issued by QVC on November 24,
1993.*
(a)(33) -- Press release issued by QVC on December 1,
1993.*
(a)(34) -- Press release issued by QVC on December 9,
1993.*
(a)(35) -- Press release issued by QVC on December 10,
1993.*
(a)(36) -- Press release issued by QVC on December 14,
1993.*
(a)(37) -- Text of letter from Paramount advisor to QVC,
dated December 14, 1993.*
(a)(38) -- Text of letter from QVC advisor to Paramount
advisor, dated December 14, 1993.*
(a)(39) -- Press release issued by QVC on December 15,
1993.*
(a)(40) -- Press release issued by QVC on December 16,
1993.*
(a)(41) -- Text of letter from Paramount advisor to QVC
advisor, dated December 17, 1993.*
(a)(42) -- Text of letter from QVC advisor to Viacom advi-
sor, dated December 17, 1993.*
(a)(43) -- Text of letter from QVC to Paramount, dated De-
cember 20, 1993.*
(a)(44) -- Press release issued by QVC on December 20,
1993.*
(a)(45) -- Press release issued by QVC on December 20,
1993.*
(a)(46) -- Second Supplement to the Offer to Purchase,
dated December 23, 1993.*
-5-
<PAGE>
<PAGE>
(a)(47) -- Second Revised Letter of Transmittal.*
(a)(48) -- Second Revised Notice of Guaranteed Delivery.*
(a)(49) -- Second Revised Form of Letter to Brokers, Deal-
ers, Commercial Banks, Trust Companies and Nomi-
nees.*
(a)(50) -- Second Revised Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(51) -- Second Revised Form of Letter to Participants in
the Dividend Reinvestment Plan of Paramount Com-
munications Inc.*
(a)(52) -- Press release issued by QVC on December 22,
1993.*
(a)(53) -- Press release issued by QVC on December 27,
1993.*
(a)(54) -- Press release issued by QVC on January 7, 1994.*
(a)(55) -- Press release issued by QVC on January 10,
1994.*
(a)(56) -- Text of letter from QVC advisor to Paramount,
dated January 11, 1994.*
(a)(57) -- Text of letter from Paramount to QVC advisor,
dated January 13, 1994.*
(a)(58) -- Text of letter from Paramount advisor to QVC
advisor, dated January 13, 1994.*
(a)(59) -- Text of letter from QVC advisor to Paramount
advisor, dated January 14, 1994.*
(a)(60) -- Text of letter from Paramount advisor to QVC
advisor, dated January 18, 1994.*
(a)(61) -- Text of letter from Paramount advisor to QVC
advisor, dated January 18, 1994.*
(a)(62) -- Press release issued by QVC on January 19,
1994.*
-6-
<PAGE>
<PAGE>
(a)(63) -- Text of letter from QVC advisor to Paramount,
dated January 20, 1994.*
(a)(64) -- Text of letter from Paramount to QVC, dated Jan-
uary 21, 1994.*
(a)(65) -- Text of letter from QVC advisor to Paramount,
dated January 24, 1994.*
(a)(66) -- Text of letter from Paramount advisor to QVC
advisor, dated January 27, 1994.*
(a)(67) -- Third Supplement to the Offer to Purchase, dated
January 31, 1994.
(a)(68) -- Third Revised Letter of Transmittal.
(a)(69) -- Third Revised Notice of Guaranteed Delivery.
(a)(70) -- Third Revised Form of Letter to Brokers, Deal-
ers, Commercial Banks, Trust Companies and Nomi-
nees.
(a)(71) -- Third Revised Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
(a)(72) -- Third Revised Form of Letter to Participants in
the Dividend Reinvestment Plan of Paramount Com-
munications Inc.
(a)(73) -- Press release issued by QVC on February 1, 1994.
(b)(1) -- Commitment Letters, dated September 30, 1993, by
and between QVC and certain banks.*
(b)(2) -- Commitment Letters, dated November 19, 1993, by
and between QVC and certain banks.*
(b)(3) -- Bank Credit Agreement, dated as of January 7,
1994, by and between QVC and certain banks.*
(c)(1) -- Commitment Letter, dated October 15, 1993, by
and among QVC and certain investors named there-
in.*
-7-
<PAGE>
<PAGE>
(c)(2) -- Stockholders Agreement, dated July 16, 1993,
among Liberty Media Corporation, Comcast Cor-
poration, Arrow Investments, L.P. and certain
affiliates and subsidiaries of such parties.*
(c)(3) -- Agreement Among Stockholders, dated October 15,
1993.*
(c)(4) -- Proposed form of merger agreement delivered by
QVC to Paramount.*
(c)(5) -- First Amended and Supplemental Complaint in QVC
Network, Inc. v. Paramount Communications Inc.
filed October 28, 1993 in the Delaware Chancery
Court.*
(c)(6) -- Voting Trust Agreement, dated as of October 28,
1993, between QVC and G. William Miller.*
(c)(7) -- Informational request from QVC to Paramount,
dated November 1, 1993.*
(c)(8) -- Fair bidding procedures delivered by QVC to Par-
amount on November 1, 1993.*
(c)(9) -- Proposed form of merger agreement delivered by
QVC to Paramount on November 1, 1993.*
(c)(10) -- Commitment Letter, dated November 11, 1993, by
and among QVC and certain investors named there-
in.*
(c)(11) -- Memorandum of Understanding, dated November 11,
1993, by and between QVC and BellSouth.*
(c)(12) -- Liberty-QVC Agreement, dated November 11, 1993,
by and between QVC and Liberty.*
(c)(13) -- Agreement Among Stockholders, dated November 11,
1993, among QVC, Advance, Arrow, BellSouth, Com-
cast and Cox.*
(c)(14) -- Understanding Among Stockholders, dated November
11, 1993, among Arrow, BellSouth, Comcast and
Liberty.*
-8-
<PAGE>
<PAGE>
(c)(15) -- Agreement Containing Consent Order and Interim
Agreement, dated November 12, 1993, among the
FTC, Liberty, and TCI.*
(c)(16) -- BellSouth Commitment Letter, dated November 19,
1993, by and between BellSouth and QVC.*
(c)(17) -- Memorandum Opinion and Preliminary Injunction
Order in QVC Network, Inc. v. Paramount Com-
munications, Inc., C.A. No. 13208, both dated
November 24, 1993, entered by Delaware Chancery
Court.*
(c)(18) -- Revised Memorandum Opinion, dated November 26,
1993, in QVC Network, Inc. v. Paramount Communi-
cations, Inc., C.A. No. 13208, entered by Dela-
ware Chancery Court.*
(c)(19) -- Order, dated December 9, 1993, in Paramount Com-
munications Inc. v. QVC Network, Inc., C.A. No.
13208, entered by Delaware Supreme Court.*
(c)(20) -- Proposed form of merger agreement delivered by
Paramount to QVC on December 14, 1993.*
(c)(21) -- Text of letter from QVC advisor to Paramount
advisor, dated December 10, 1993.*
(c)(22) -- Text of letter from Paramount advisor to QVC
advisor, dated December 14, 1993.*
(c)(23) -- Agreement and Plan of Merger, between Paramount
and QVC, dated as of December 22, 1993.*
(c)(24) -- Exemption Agreement, between Paramount and QVC,
dated December 22, 1993.*
(c)(25) -- Voting Agreement, dated December 22, 1993, among
BellSouth, Comcast, Cox, Advance and Arrow.*
(c)(26) -- First Amendment, dated as of December 27, 1993,
to Agreement and Plan of Merger, between Para-
mount and QVC.*
(c)(27) -- Letter Agreement, dated as of December 20, 1993,
by and among QVC, Comcast, Cox, Advance and
BellSouth.*
-9-
<PAGE>
<PAGE>
(c)(28) -- Text of Letter, dated January 5, 1994, from
Paramount and agreed to by QVC.*
(c)(29) -- First Amendment, dated as of January 27, 1994,
to QVC Exemption Agreement.*
(c)(30) -- Proposed Form of Agreement and Plan of Merger
between QVC and Paramount, delivered by Para-
mount on January 27, 1994.*
-10-
<PAGE>
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
QVC NETWORK, INC.
By:/s/ Neal S. Grabell
Neal S. Grabell
Senior Vice President,
General Counsel and
Corporate Secretary
Dated: February 1, 1994
<PAGE>
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
COMCAST CORPORATION
By:/s/ Julian A. Brodsky
Julian A. Brodsky
Vice Chairman
Dated: February 1, 1994
<PAGE>
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
BELLSOUTH CORPORATION
By:/s/ Charles C. Miller, III
Charles C. Miller, III
Vice President-
Strategic Planning and Corporate
Development
Dated: February 1, 1994
<PAGE>
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
(a)(1) -- Offer to Purchase, dated October 27, 1993.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Notice of Guaranteed Delivery.*
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(a)(5) -- Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Nominees.*
(a)(6) -- Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(7) -- Press release issued by QVC on October 21,
1993.*
(a)(8) -- Form of Summary Advertisement, dated October 27,
1993.*
(a)(9) -- Text of Letter from QVC to Paramount, dated Oc-
tober 29, 1993.*
(a)(10) -- Press release issued by QVC on October 29,
1993.*
(a)(11) -- Form of Letter to Participants in the Dividend
Reinvestment Plan of Paramount Communications
Inc.*
(a)(12) -- Text of Letter from Paramount to QVC, dated Oc-
tober 29, 1993.*
(a)(13) -- Text of Letter from Paramount to QVC advisor,
dated November 1, 1993.*
(a)(14) -- Text of Letter from QVC advisor to Paramount,
dated November 2, 1993.*
* Previously filed.
<PAGE>
<PAGE>
<PAGE>
(a)(15) -- Press release issued by QVC on November 5,
1993.*
(a)(16) -- Press release issued by QVC on November 5,
1993.*
(a)(17) -- Supplement to the Offer to Purchase, dated No-
vember 12, 1993.*
(a)(18) -- Revised Letter of Transmittal.*
(a)(19) -- Revised Notice of Guaranteed Delivery.*
(a)(20) -- Revised Form of Letter to Brokers, Dealers, Com-
mercial Banks, Trust Companies and Nominees.*
(a)(21) -- Revised Form of Letter to Clients for use by
Brokers, Dealers, Commercial Banks, Trust Compa-
nies and Nominees.*
(a)(22) -- Press release issued by QVC on November 11,
1993.*
(a)(23) -- Press release issued by QVC on November 12,
1993.*
(a)(24) -- Revised Form of Letter to Participants in the
Dividend Reinvestment Plan of Paramount Com-
munications, Inc.*
(a)(25) -- Press release issued by QVC on November 16,
1993.*
(a)(26) -- Amended Complaint in Viacom International Inc.
v. Tele-Communications, Inc., et al., dated No-
vember 9, 1993, and filed in the United States
District Court for the Southern District of New
York.*
(a)(27) -- Text of letter from QVC to Paramount, dated
November 19, 1993.*
(a)(28) -- Press release issued by QVC on November 20,
1993.*
(a)(29) -- Press release issued by QVC on November 22,
1993.*
* Previously filed.
-2-
<PAGE>
<PAGE>
(a)(30) -- Press release issued by QVC on November 23,
1993.*
(a)(31) -- Press release issued by QVC on November 23,
1993.*
(a)(32) -- Press release issued by QVC on November 24,
1993.*
(a)(33) -- Press release issued by QVC on December 1,
1993.*
(a)(34) -- Press release issued by QVC on December 9,
1993.*
(a)(35) -- Press release issued by QVC on December 10,
1993.*
(a)(36) -- Press release issued by QVC on December 14,
1993.*
(a)(37) -- Text of letter from Paramount advisor to QVC,
dated December 14, 1993.*
(a)(38) -- Text of letter from QVC advisor to Paramount
advisor, dated December 14, 1993.*
(a)(39) -- Press release issued by QVC on December 15,
1993.*
(a)(40) -- Press release issued by QVC on December 16,
1993.*
(a)(41) -- Text of letter from Paramount advisor to QVC
advisor, dated December 17, 1993.*
(a)(42) -- Text of letter from QVC advisor to Viacom advi-
sor, dated December 17, 1993.*
(a)(43) -- Text of letter from QVC to Paramount, dated De-
cember 20, 1993.*
(a)(44) -- Press release issued by QVC on December 20,
1993.*
(a)(45) -- Press release issued by QVC on December 20,
1993.*
* Previously filed.
-3-
<PAGE>
<PAGE>
(a)(46) -- Second Supplement to the Offer to Purchase,
dated December 23, 1993.*
(a)(47) -- Second Revised Letter of Transmittal.*
(a)(48) -- Second Revised Notice of Guaranteed Delivery.*
(a)(49) -- Second Revised Form of Letter to Brokers, Deal-
ers, Commercial Banks, Trust Companies and Nomi-
nees.*
(a)(50) -- Second Revised Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.*
(a)(51) -- Second Revised Form of Letter to Participants in
the Dividend Reinvestment Plan of Paramount Com-
munications Inc.*
(a)(52) -- Press release issued by QVC on December 22,
1993.*
(a)(53) -- Press release issued by QVC on December 27,
1993.*
(a)(54) -- Press release issued by QVC on January 7, 1994.*
(a)(55) -- Press release issued by QVC on January 10,
1994.*
(a)(56) -- Text of letter from QVC advisor to Paramount,
dated January 11, 1994.*
(a)(57) -- Text of letter from Paramount to QVC advisor,
dated January 13, 1994.*
(a)(58) -- Text of letter from Paramount advisor to QVC
advisor, dated January 13, 1994.*
(a)(59) -- Text of letter from QVC advisor to Paramount
advisor, dated January 14, 1994.*
(a)(60) -- Text of letter from Paramount advisor to QVC
advisor, dated January 18, 1994.*
(a)(61) -- Text of letter from Paramount advisor to QVC
advisor, dated January 18, 1994.*
* Previously filed.
-4-
<PAGE>
<PAGE>
(a)(62) -- Press release issued by QVC on January 19,
1994.*
(a)(63) -- Text of letter from QVC advisor to Paramount,
dated January 20, 1994.*
(a)(64) -- Text of letter from Paramount to QVC, dated
January 21, 1994.*
(a)(65) -- Text of letter from QVC advisor to Paramount,
dated January 24, 1994.*
(a)(66) -- Text of letter from Paramount advisor to QVC
advisor, dated January 27, 1994.*
(a)(67) -- Third Supplement to the Offer to Purchase, dated
January 31, 1994.
(a)(68) -- Third Revised Letter of Transmittal.
(a)(69) -- Third Revised Notice of Guaranteed Delivery.
(a)(70) -- Third Revised Form of Letter to Brokers, Deal-
ers, Commercial Banks, Trust Companies and Nomi-
nees.
(a)(71) -- Third Revised Form of Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees.
(a)(72) -- Third Revised Form of Letter to Participants in
the Dividend Reinvestment Plan of Paramount Com-
munications Inc.
(a)(73) -- Press release issued by QVC on February 1, 1994.
(b)(1) -- Commitment Letters, dated September 30, 1993, by
and between QVC and certain banks.*
(b)(2) -- Commitment Letters, dated November 19, 1993, by
and between QVC and certain banks.*
(b)(3) -- Bank Credit Agreement, dated as of January 7,
1994, by and between QVC and certain banks.*
* Previously filed.
-5-
<PAGE>
<PAGE>
(c)(1) -- Commitment Letter, dated October 15, 1993, by
and among QVC and certain investors named there-
in.*
(c)(2) -- Stockholders Agreement, dated July 16, 1993,
among Liberty Media Corporation, Comcast Cor-
poration, Arrow Investments, L.P. and certain
affiliates and subsidiaries of such parties.*
(c)(3) -- Agreement Among Stockholders, dated October 15,
1993.*
(c)(4) -- Proposed form of merger agreement delivered by
QVC to Paramount.*
(c)(5) -- First Amended and Supplemental Complaint in QVC
Network, Inc. v. Paramount Communications Inc.
filed October 28, 1993 in the Delaware Chancery
Court.*
(c)(6) -- Voting Trust Agreement, dated as of October 28,
1993, between QVC and G. William Miller.*
(c)(7) -- Informational request from QVC to Paramount,
dated November 1, 1993.*
(c)(8) -- Fair bidding procedures delivered by QVC to Par-
amount on November 1, 1993.*
(c)(9) -- Proposed form of merger agreement delivered by
QVC to Paramount on November 1, 1993.*
(c)(10) -- Commitment Letter, dated November 11, 1993, by
and among QVC and certain investors named
therein.*
(c)(11) -- Memorandum of Understanding, dated November 11,
1993, by and between QVC and BellSouth.*
(c)(12) -- Liberty-QVC Agreement, dated November 11, 1993,
by and between QVC and Liberty.*
(c)(13) -- Agreement Among Stockholders, dated November 11,
1993, among QVC, Advance, Arrow, BellSouth, Com-
cast and Cox.*
* Previously filed.
-6-
<PAGE>
<PAGE>
(c)(14) -- Understanding Among Stockholders, dated November
11, 1993, among Arrow, BellSouth, Comcast and
Liberty.*
(c)(15) -- Agreement Containing Consent Order and Interim
Agreement, dated November 12, 1993, among the
FTC, Liberty, and TCI.*
(c)(16) -- BellSouth Commitment Letter, dated November 19,
1993, by and between BellSouth and QVC.*
(c)(17) -- Memorandum Opinion and Preliminary Injunction
Order in QVC Network, Inc. v. Paramount Com-
munications, Inc., C.A. No. 13208, both dated
November 24, 1993, entered by Delaware Chancery
Court.*
(c)(18) -- Revised Memorandum Opinion, dated November 26,
1993, in QVC Network, Inc. v. Paramount Communi-
cations, Inc., C.A. No. 13208, entered by Dela-
ware Chancery Court.*
(c)(19) -- Order, dated December 9, 1993, in Paramount Com-
munications Inc. v. QVC Network, Inc., C.A. No.
13208, entered by Delaware Supreme Court.*
(c)(20) -- Proposed form of merger agreement delivered by
Paramount to QVC on December 14, 1993.*
(c)(21) -- Text of letter from QVC advisor to Paramount
advisor, dated December 10, 1993.*
(c)(22) -- Text of letter from Paramount advisor to QVC
advisor, dated December 14, 1993.*
(c)(23) -- Agreement and Plan of Merger, between Paramount
and QVC, dated as of December 22, 1993.*
(c)(24) -- Exemption Agreement, between Paramount and QVC,
dated December 22, 1993.*
(c)(25) -- Voting Agreement, dated December 22, 1993, among
BellSouth, Comcast, Cox, Advance and Arrow.*
(c)(26) -- First Amendment, dated as of December 27, 1993,
to Agreement and Plan of Merger, between Para-
mount and QVC.*
* Previously filed.
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<PAGE>
<PAGE>
(c)(27) -- Letter Agreement, dated as of December 20, 1993,
by and among QVC, Comcast, Cox, Advance and
BellSouth.*
(c)(28) -- Text of Letter, dated January 5, 1994, from
Paramount and agreed to by QVC.*
(c)(29) -- First Amendment, dated as of January 27, 1994,
to QVC Exemption Agreement.*
(c)(30) -- Proposed Form of Agreement and Plan of Merger
between QVC and Paramount, delivered by Para-
mount on January 27, 1994.*
* Previously filed.
-8-
Third Supplement to the Offer to Purchase dated October 27, 1993
QVC Network, Inc.
Has Increased the Price of
Its Offer to Purchase for Cash
61,657,432 Shares of Common Stock
(Including the Associated Common Stock Purchase Rights)
of
Paramount Communications Inc.
to
$104 Net Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY,
FEBRUARY 14, 1994, UNLESS THE OFFER IS EXTENDED.
_______________
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, AT
LEAST 61,657,432 SHARES, OR SUCH GREATER NUMBER OF SHARES AS
EQUALS 50.1% OF THE SHARES OUTSTANDING PLUS THE NUMBER OF
SHARES ISSUABLE UPON THE EXERCISE OF THE THEN EXERCISABLE STOCK
OPTIONS, AS OF THE EXPIRATION OF THE OFFER, BEING VALIDLY TEN-
DERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER.
THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS. SEE
SECTION 2 OF THIS THIRD SUPPLEMENT.
_______________
IMPORTANT
QVC AND PARAMOUNT ARE PARTIES TO AN EXEMPTION AGREE-
MENT. UNDER THE TERMS OF THE EXEMPTION AGREEMENT, IF, AT THE
EXPIRATION DATE, A NUMBER OF SHARES THAT WOULD SATISFY THE MIN-
IMUM CONDITION SHALL HAVE BEEN VALIDLY TENDERED AND NOT WITH-
DRAWN PURSUANT TO THE OFFER, QVC NEVERTHELESS WOULD BE RE-
QUIRED, UNDER CERTAIN CIRCUMSTANCES, TO EXTEND THE EXPIRATION
DATE FOR A PERIOD OF UP TO TEN BUSINESS DAYS. SEE SECTION 4 OF
THE SECOND SUPPLEMENT AND SECTION 3 OF THIS THIRD SUPPLEMENT.
Any stockholder desiring to tender all or any portion
of his Shares (and the associated Rights) should either (a)
complete and sign one of the Letters of Transmittal (or a fac-
simile thereof) accompanying the Offer to Purchase, the First
Supplement, the Second Supplement or this Third Supplement in
accordance with the instructions in such Letter of Transmittal
<PAGE>
<PAGE>
and mail or deliver it together with the certificate(s) repre-
senting tendered Shares and, if separate, the certificate(s)
representing the associated Rights, and any other required doc-
uments, to the Depositary or tender such Shares (and the asso-
ciated Rights) pursuant to the procedures for book-entry trans-
fer set forth in Section 3 of the Offer to Purchase or (b) re-
quest his broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for him. A stockholder
whose Shares and, if applicable, Rights are registered in the
name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial
bank, trust company or other nominee if he desires to tender
such Shares and, if applicable, Rights. Stockholders will be
required to tender one Right for each Share tendered in order
to effect a valid tender of such Share.
A stockholder who desires to tender his Shares and,
if applicable, Rights and whose certificates representing such
Shares (and Rights, if applicable) are not immediately avail-
able or who cannot comply with the procedures for book-entry
transfer on a timely basis may tender such Shares (and Rights,
if applicable) by following the procedures for guaranteed de-
livery set forth in Section 3 of the Offer to Purchase.
Questions and requests for assistance may be directed
to the Information Agent or the Dealer Manager at their respec-
tive addresses and telephone numbers set forth on the back
cover of this Third Supplement. Additional copies of the Offer
to Purchase, the First Supplement, the Second Supplement, this
Third Supplement, the third revised Letter of Transmittal, the
third revised Notice of Guaranteed Delivery and other related
materials may be obtained from the Information Agent or from
brokers, dealers, commercial banks and trust companies.
_______________
The Dealer Manager for the Offer is:
ALLEN & COMPANY
INCORPORATED
February 1, 1994
<PAGE>
<PAGE>
To: All Holders of Shares of Common Stock
(Including the Associated Common Stock
Purchase Rights) of Paramount Communications Inc.:
INTRODUCTION
The following information amends and supplements the
Offer to Purchase, dated October 27, 1993 (the "Offer to Pur-
chase"), the Supplement, dated November 12, 1993 (the "First
Supplement"), the Second Supplement, dated December 23, 1993
(the "Second Supplement"), and the amendments thereto, of QVC
Network, Inc., a Delaware corporation ("QVC"). Pursuant to
this Third Supplement, QVC is now offering to purchase
61,657,432 shares of Common Stock, par value $1.00 per share
(the "Shares"), of Paramount Communications Inc., a Delaware
corporation ("Paramount"), or such greater number of Shares as
equals 50.1% of the Shares outstanding plus the Shares issuable
upon the exercise of the then exercisable stock options, as of
the expiration of the Offer (such number being referred to as
the "Minimum Number of Shares"), and the associated Common
Stock Purchase Rights (the "Rights") issued pursuant to the
Rights Agreement, dated as of September 7, 1988, between Para-
mount and Chemical Bank, as Rights Agent, as amended (the
"Rights Agreement"), at a price of $104 per Share (and asso-
ciated Right), net to the seller in cash, without interest
thereon (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, as amended and
supplemented by the First Supplement, the Second Supplement and
this Third Supplement (together, the "Supplements"), the amend-
ments thereto and in the related Letters of Transmittal (which,
together with the Offer to Purchase, the Supplements and the
amendments thereto, constitute the "Offer"). Unless the con-
text requires otherwise, all references to Shares shall include
the Rights, and all references to the Rights shall include all
benefits that may inure to holders of the Rights pursuant to
the Rights Agreement.
Except as otherwise set forth in this Third Supple-
ment or in the third revised (blue) Letter of Transmittal, the
terms and conditions previously set forth in the Offer to Pur-
chase, the First Supplement, the Second Supplement and the
amendments thereto remain applicable in all respects to the
Offer, and this Third Supplement should be read in conjunction
with the Offer to Purchase, the First Supplement, the Second
Supplement, the amendments thereto and the third revised (blue)
Letter of Transmittal. Unless the context requires otherwise,
terms not defined herein have the meanings ascribed to them in
the Offer to Purchase, the First Supplement, the Second Supple-
ment and the amendments thereto.
<PAGE>
<PAGE>
The Offer is conditioned upon, among other things,
the following conditions having been met: (i) there being val-
idly tendered and not withdrawn prior to the Expiration Date
the Minimum Number of Shares (such condition being referred to
as the "Minimum Condition") and (ii) the Board of Directors of
Paramount having amended the Rights Agreement to make the
Rights inapplicable to the Offer and the QVC Second-Step Merger
(as defined below) or the Rights being otherwise inapplicable
to the Offer and the QVC Second-Step Merger (such condition
being referred to as the "Rights Condition"). See Section 2 of
this Third Supplement, which sets forth in their entirety the
conditions to the Offer. Consummation of the QVC Second-Step
Merger would be subject to approval by QVC's and Paramount's
stockholders. See Section 11 of the Offer to Purchase and Sec-
tion 4 of the Second Supplement.
In the event the Offer is consummated, QVC intends to
effectuate a second-step merger (as revised, the "QVC Second-
Step Merger"), pursuant to which each Share then outstanding
(other than any Shares held in the treasury of Paramount,
Shares owned by QVC or any wholly owned subsidiary of QVC or of
Paramount and Dissenting Shares) will be converted into the
right to receive 1.2361 shares of QVC Common Stock, .2386
shares of a new series of cumulative non-convertible exchange-
able preferred stock, par value $.10 per share (the "QVC Merger
Preferred Stock"), of QVC having the principal terms described
in Section 3 of the Second Supplement and .32 warrants ("War-
rants") to purchase QVC Common Stock having the principal terms
described in Section 3 of the Second Supplement (collectively,
the "QVC Second-Step Merger Consideration").
QVC and Paramount are parties to an Exemption Agree-
ment, dated as of January 21, 1994 (the "QVC Exemption Agree-
ment"), in which Paramount has agreed, subject to certain ex-
ceptions, that upon delivery by QVC of a Completion Certificate
(as defined in the QVC Exemption Agreement), it will take all
necessary action to amend the Rights Agreement to make it inap-
plicable to the Offer and to take all appropriate action so
that the restrictions on business combinations in (i) Article
XI of Paramount's Certificate of Incorporation and (ii) Section
203 of Delaware Law will not apply to the consummation of the
Offer. See Section 4 of the Second Supplement and Section 3 of
this Third Supplement.
Procedures for tendering Shares are set forth in Sec-
tion 3 of the Offer to Purchase. Tendering stockholders may
continue to use the original (pink) Letter of Transmittal and
the original (pink) Notice of Guaranteed Delivery accompanying
the Offer to Purchase, the revised (blue) Letter of Transmittal
-2-
<PAGE>
<PAGE>
and the revised (blue) Notice of Guaranteed Delivery accompa-
nying the First Supplement, the second revised (blue) Letter of
Transmittal and the second revised (blue) Notice of Guaranteed
Delivery accompanying the Second Supplement, or the third re-
vised (blue) Letter of Transmittal and the third revised (blue)
Notice of Guaranteed Delivery accompanying this Third Supple-
ment. While the original, the revised and the second revised
Letters of Transmittal refer to the Offer to Purchase, the
First Supplement and the Second Supplement, respectively,
stockholders using such documents to tender their Shares (and
associated Rights) nevertheless will receive $104 per Share
(and associated Right) for each Share (and associated Right)
validly tendered and not withdrawn and accepted for payment
pursuant to the Offer, subject to the conditions of the Offer.
Stockholders who have previously validly tendered and not with-
drawn their Shares (and associated Rights) pursuant to the Of-
fer are not required to take any further action in order to
receive, subject to the conditions of the Offer, the increased
tender price of $104 per Share (and associated Right), if the
Shares (and associated Rights) are accepted for payment and
paid for by QVC pursuant to the Offer, except as may be re-
quired by the guaranteed delivery procedure if such procedure
was utilized. See Section 3 of the Offer to Purchase.
The Offer to Purchase, the Supplements, the amend-
ments thereto and the related Letters of Transmittal contain
important information which should be read before any decision
is made with respect to the Offer.
1. Amended Terms of the Offer. The Offer is being
made for 61,657,432 Shares (and associated Rights) or such
greater number of Shares (and associated Rights) as equals
50.1% of the Shares outstanding plus the Shares issuable upon
the exercise of the then exercisable stock options, as of the
expiration of the Offer. Based upon information included in
the New Viacom-Paramount Merger Agreement (as defined in Sec-
tion 3), as of January 19, 1994, there were 121,865,001 Shares
outstanding and options to purchase 2,581,763 Shares outstand-
ing. The price per Share to be paid pursuant to the Offer has
been increased from $92 per Share (and associated Right) to
$104 per Share (and associated Right), net to the seller in
cash and without interest thereon. All stockholders whose
Shares (and associated Rights) are validly tendered and not
withdrawn and accepted for payment pursuant to the Offer (in-
cluding Shares (and associated Rights) tendered prior to the
date of this Third Supplement) will receive the increased
price.
Pursuant to the QVC Exemption Agreement, the Expira-
tion Date has been extended to 12:00 midnight, New York City
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<PAGE>
<PAGE>
time, on Monday, February 14, 1994, unless and until QVC, in
accordance with the terms of the QVC Exemption Agreement, shall
have extended the period of time during which the Offer is
open, in which event the term "Expiration Date" shall mean the
latest time and date at which the Offer, as so extended by QVC,
shall expire. See Section 4 of the Second Supplement, as
amended, for certain requirements to extend the Expiration
Date.
This Third Supplement, the third revised (blue) Let-
ter of Transmittal and other relevant materials will be mailed
to record holders of Shares and Rights whose names appear on
Paramount's stockholder list and the list of holders of Rights,
if any, and will be furnished to brokers, dealers, commercial
banks, trust companies and similar persons whose names, or the
names of whose nominees, appear on the stockholder list and
list of holders of Rights or, if applicable, who are listed as
participants in a clearing agency's security position listing
for subsequent transmittal to beneficial owners of Shares
and/or Rights.
2. Conditions to the Offer. The conditions to the
Offer are hereby amended and restated in their entirety as fol-
lows:
Notwithstanding any other provision of the Offer, QVC
will not be required to accept for payment or pay for any
Shares tendered pursuant to the Offer, and may terminate or
amend the Offer and may postpone the acceptance for payment of
and payment for Shares tendered, if (i) the Minimum Condition
shall not have been satisfied, (ii) the Rights Condition shall
not have been satisfied, (iii) the Paramount Board of Directors
shall not have taken all necessary actions so as to make the
restrictions on business combinations contained in the superma-
jority voting requirement of Article XI of the Company's Cer-
tificate of Incorporation inapplicable to the Offer and the QVC
Second-Step Merger (the "Supermajority Condition"), (iv) the
Paramount Board of Directors shall not have taken all necessary
actions so as to make the restrictions on business combinations
contained in Section 203 of Delaware Law inapplicable to QVC in
connection with the Offer and the QVC Second-Step Merger (the
"Section 203 Condition"), or (v) at any time on or after Decem-
ber 22, 1993, and prior to the acceptance for payment of
Shares, any of the following conditions shall not exist:
(a) no governmental entity or federal or state court
of competent jurisdiction shall have enacted, issued, promul-
gated, enforced or entered any statute, rule, regulation, ex-
ecutive order, decree, injunction or other order (whether tem-
porary, preliminary or permanent) which is in effect and which
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<PAGE>
<PAGE>
materially restricts, prevents or prohibits consummation of the
Offer, the QVC Second-Step Merger or any transaction contem-
plated by the proposed QVC merger agreement attached as an Ex-
hibit to the QVC Exemption Agreement (the "Proposed QVC Merger
Agreement"); provided that QVC shall have used its reasonable
best efforts to cause any such decree, judgment, injunction or
other order to be vacated or lifted (the "Injunction Condi-
tion");
(b) each of the representations and warranties of
Paramount contained in the Proposed QVC Merger Agreement (as if
such agreement were duly executed by Paramount) shall be true
and correct, except (i) for changes specifically permitted by
the Proposed QVC Merger Agreement and except that the truth and
correctness of representations contained in the Proposed QVC
Merger Agreement which relate to any agreements with respect to
the transactions contemplated by the Proposed QVC Merger Agree-
ment (other than the Proposed QVC Merger Agreement) between the
parties to the Proposed QVC Merger Agreement which by the terms
of the Proposed QVC Merger Agreement terminate upon consumma-
tion of the QVC Second-Step Merger will not be a condition to
the consummation of the Offer and (ii) that those representa-
tions and warranties which address matters only as of a partic-
ular date shall be true and correct as of such date, except in
any case for such failures to be true and correct which would
not, individually or in the aggregate, have a Paramount Mate-
rial Adverse Effect (as defined in the Proposed QVC Merger
Agreement);
(c) Paramount shall have performed or complied in
all material respects with all agreements and covenants re-
quired by the Proposed QVC Merger Agreement (as if such agree-
ment were duly executed by Paramount) to be performed or com-
plied with by it;
(d) since December 22, 1993, there shall have been
no change, occurrence or circumstance in the business, results
of operations or financial condition of Paramount or any Para-
mount subsidiary having or reasonably likely to have, individ-
ually or in the aggregate, a material adverse effect on the
business, results of operations or financial condition of Para-
mount and its subsidiaries, taken as a whole;
(e) the New Viacom-Paramount Merger Agreement (as
defined in Section 3) shall have been terminated in accordance
with its terms; and
(f) QVC and Paramount shall not have agreed that QVC
will terminate the Offer or postpone the acceptance for payment
of or payment for Shares thereunder;
-5-
<PAGE>
<PAGE>
and, in the reasonable judgment of QVC in any such case, and
regardless of the circumstances (including any action or inac-
tion by QVC or any of its affiliates) giving rise to any such
condition, it is inadvisable to proceed with such acceptance
for payment or payment.
The foregoing conditions are for the sole benefit of
QVC and may be asserted by QVC regardless of the circumstances
giving rise to any such condition or may be waived by QVC in
whole or in part at any time and from time to time in its sole
discretion. The failure by QVC at any time to exercise any of
the foregoing rights will not be deemed a waiver of any such
right; the waiver of any such right with respect to particular
facts and other circumstances will not be deemed a waiver with
respect to any other facts and circumstances; and each such
right will be deemed an ongoing right that may be asserted at
any time and from time to time.
3. Background of the Offer Since December 23, 1993;
Contacts with Paramount. The discussions set forth in Section
10 of the Offer to Purchase, Section 5 of the First Supplement
and Section 3 of the Second Supplement and the amendments
thereto are hereby amended and supplemented as follows:
On January 7, 1994, Viacom announced a proposed
merger of Viacom and Blockbuster Entertainment Corporation
("Blockbuster"). In addition, Viacom announced certain changes
related to the terms of the Viacom Offer (the "First Viacom-
Blockbuster Offer"), including an increase in the price per
Share to be paid pursuant to the First Viacom-Blockbuster Offer
and a reduction in the consideration to be paid in their con-
templated second-step merger. According to public filings on
Schedule 14D-9, at a meeting of the Paramount Board held on
January 12, 1994, the Paramount Board unanimously recommended
that stockholders reject the First Viacom-Blockbuster Offer and
not tender any of their Shares pursuant to such offer and reaf-
firmed its recommendation that holders of Shares tender such
Shares pursuant to the Offer as such Offer existed on the date
thereof.
On January 18, 1994, Viacom increased the consider-
ation to be offered pursuant to the Viacom-Blockbuster Offer
(the "Second Viacom-Blockbuster Offer") and altered the consid-
eration to be paid in their contemplated second-step merger.
According to public filings on Schedule 14D-9, at a meeting of
the Paramount Board held on January 21, 1994, the Paramount
Board unanimously recommended that stockholders reject the Of-
fer as such Offer existed on the date thereof and recommended
that stockholders tender their Shares pursuant to the Second
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<PAGE>
Viacom-Blockbuster Offer. By letter to QVC dated January 21,
1994, Paramount terminated the QVC Merger Agreement. On such
date, Paramount and Viacom entered into a merger agreement (the
"New Viacom-Paramount Merger Agreement").
Pursuant to the QVC Exemption Agreement, on February
1, 1994, QVC notified Paramount that a number of Shares that
would satisfy the Minimum Condition of the Offer had not been
validly tendered prior to the previously scheduled Expiration
Date and that QVC was extending the Expiration Date to 12:00
midnight, New York City time, on February 14, 1994. On Febru-
ary 1, 1994, Paramount's legal advisor notified QVC that the
minimum condition of the Revised Viacom-Blockbuster Offer had
not been satisfied and that Viacom was extending the expiration
date of its offer to February 14, 1994.
On February 1, 1994, QVC issued a press release in
which it announced that it had extended the Expiration Date to
12:00 midnight, New York City time, on Monday, February 14,
1994. As of 12:00 midnight, New York City time, on January 31,
1994, approximately 19,037,288 Shares had been tendered in the
Offer. A copy of the press release is attached to the Schedule
14D-1 as Exhibit (a)(73), and the foregoing description is
qualified in its entirety by reference to such exhibit.
QVC Revised Offer and Second-Step Merger. QVC has
amended its proposal to acquire Paramount by increasing the
price to be paid in the Offer for approximately 50.1% of the
Shares outstanding from $92 per Share to $104 per Share, to be
followed by the QVC Second-Step Merger of Paramount with QVC or
its subsidiary, pursuant to the terms of a merger agreement, in
which each then outstanding Share (other than Shares held in
the treasury of Paramount, Shares owned by QVC or any wholly
owned subsidiary of QVC or Paramount and Dissenting Shares)
would be converted into the right to receive 1.2361 shares of
QVC Common Stock, .2386 shares of QVC Merger Preferred Stock
and .32 Warrants. The terms of the QVC Merger Preferred Stock,
the Exchange Debentures issuable in exchange for the QVC Merger
Preferred Stock and the Warrants are those described in Section
3 of the Second Supplement. See Section 3 of the Second
Supplement.
QVC and Paramount are now parties to the QVC Exemp-
tion Agreement which provides, among other things, that, in the
event that (1) Paramount's Board of Directors intends to recom-
mend to the stockholders of Paramount the acceptance of the
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<PAGE>
<PAGE>
Offer or (2) such number of Shares that would satisfy the Mini-
mum Condition shall have been validly tendered and not with-
drawn in the Offer at the Expiration Date and, as of such Expi-
ration Date, QVC has waived all conditions to the Offer (other
than the Minimum Condition, the Rights Condition, the Superma-
jority Condition, the Section 203 Condition and the Injunction
Condition), then QVC shall promptly execute and deliver to the
Company the Proposed QVC Merger Agreement (with representations
and warranties dated as of the date of execution of such Pro-
posed QVC Merger Agreement, unless otherwise specified therein,
and with such other changes as may be necessary to reflect the
terms of the Offer as it then exists, changes in the consider-
ation offered under the executed Proposed QVC Merger Agreement
and changes related thereto) and Paramount will execute the
Proposed QVC Merger Agreement (with representations and warran-
ties dated as of the date of execution of such Proposed QVC
Merger Agreement, unless otherwise specified therein) within
one business day of receipt thereof.
Under the terms of the QVC Exemption Agreement, Para-
mount has agreed, subject to certain exceptions, that upon de-
livery by QVC of a Completion Certificate (as defined in the
QVC Exemption Agreement), it will take all necessary action to
amend the Rights Agreement to make it inapplicable to the Offer
and to take all appropriate action so that the restrictions on
business combinations in (i) Article XI of Paramount's Certifi-
cate of Incorporation and (ii) Section 203 of Delaware Law will
not apply to the consummation of the Offer.
The Proposed QVC Merger Agreement provides, among
other things, that as soon as practicable after the purchase of
Shares pursuant to the Offer, the approval of the QVC Second-
Step Merger by the stockholders of QVC and Paramount and the
satisfaction of the other conditions set forth in the Proposed
QVC Merger Agreement, Paramount will be merged with and into
QVC or a subsidiary thereof in accordance with the relevant
provisions of Delaware Law. In such event, following consumma-
tion of the QVC Second-Step Merger, QVC will continue as the
surviving corporation (the "Surviving Corporation").
Alternatively, if counsel to QVC is unable to deliver
an opinion, in form and substance reasonably satisfactory to
QVC, that the QVC Second-Step Merger will qualify as a reorga-
nization under section 368(a) of the Internal Revenue Code of
1986, as amended, QVC may elect to cause the QVC Second-Step
Merger to be effected by causing a subsidiary of QVC to merge
with and into Paramount. In such event, the separate corporate
existence of such subsidiary will cease, and Paramount will
continue as the Surviving Corporation as a wholly owned subsid-
iary of QVC.
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<PAGE>
Based on the terms of the Offer and the Proposed QVC
Merger Agreement, it is anticipated that Wachtell, Lipton,
Rosen & Katz, special counsel to QVC, will be unable to deliver
the opinion referred to in the immediately preceding paragraph.
As a result, exchanges of Shares pursuant to the Offer and the
QVC Second-Step Merger will be taxable transactions to stock-
holders of the Company for Federal income tax purposes. See
Section 5 of this Third Supplement.
QVC intends to provide in the executed Proposed QVC
Merger Agreement that at the Effective Time, in the event the
Offer has already been consummated, each Share that is issued
and outstanding immediately prior to the Effective Time (other
than Shares held in the treasury of Paramount, Shares owned by
QVC or any wholly owned subsidiary of QVC or Paramount and Dis-
senting Shares) will be converted into the right to receive the
QVC Second-Step Merger Consideration.
Based on the proposed terms of the QVC Second-Step
Merger, appraisal rights will be available to stockholders who
have not voted in favor of the QVC Second-Step Merger or con-
sented thereto in writing and who have properly demanded in
writing appraisal of the Shares held by such stockholders in
accordance with Delaware Law and who have not withdrawn such
demand or otherwise forfeited appraisal rights.
The terms of the QVC Exemption Agreement and the Pro-
posed QVC Merger Agreement (which is substantially the same as
the QVC Merger Agreement described in the Second Supplement)
are more fully described in Section 4 of the Second Supplement.
The foregoing summary description is qualified in its entirety
by reference to the QVC Exemption Agreement and the Proposed
QVC Merger Agreement, each of which has been filed as an ex-
hibit to the Schedule 14D-1 and is incorporated herein by ref-
erence.
4. Source and Amount of Funds. The discussion set
forth in Section 12 of the Offer to Purchase, Section 7 of the
First Supplement and Section 5 of the Second Supplement is
hereby amended and supplemented as follows:
As a result of the increase in the Offer Price, QVC
estimates that approximately $6.4 billion will be required to
acquire the Minimum Number of Shares pursuant to the Offer.
The necessary funds are expected to be provided from the fol-
lowing sources: (i) $3.5 billion to be obtained from commit-
ments to purchase from QVC newly issued shares of QVC Common
Stock and QVC Preferred Stock and (ii) up to $3.25 billion in
bank financing.
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<PAGE>
In connection with the Offer, QVC intends to enter
into an amendment to the Bank Credit Agreement. The terms and
conditions of the Bank Credit Agreement, as amended (the
"Amended Bank Credit Agreement"), will be, except as summarized
below, substantially similar to the terms and conditions of the
Bank Credit Agreement previously described in the Schedule 14D-
1 and filed as Exhibit (b)(3) thereto.
Under the Amended Bank Credit Agreement, each Co-
Arranger will increase its commitment to $541,666,666.67. In
aggregate, the maximum amount of the Permanent Facilities will
be increased $250 million to $3.25 billion by increasing the
Term Loan Facility to $2.25 billion. In addition, the maximum
amount of the Tender Offer Facilities will also be increased to
$3.25 billion. The quarterly amortization schedule will remain
unchanged except that the final payment on the Term Loans, due
December 31, 2000, will be increased to $400 million.
The Amended Bank Credit Agreement will require QVC to
apply the proceeds of all permitted debt issuances and, with
certain specified exceptions, permitted equity issuances to-
wards mandatory prepayments of principal in the inverse order
of maturity until $750 million of the Term Loans shall have
been prepaid through the use of proceeds from asset sales and
permitted issuances of debt or equity, and thereafter, 75% of
the additional proceeds from permitted issuances of debt and
equity will be so applied (or will be applied to permanent re-
ductions of commitments under the Revolving Facilities if the
Term Loans have been repaid in full).
The Amended Bank Credit Agreement will provide that
the maximum consolidated leverage ratio will be 6.0:1, reducing
to 4.5:1 on and after July 31, 1996.
The definitions of Applicable Base Rate Margin and
Applicable Eurodollar Margin will be amended to be 1.25% and
2.25%, respectively, on the Term Loans and Revolving Loans
prior to the earlier of BellSouth's investment being converted
in full into QVC Common Stock and QVC Preferred Stock or the
date the contemplated loan from BellSouth is repaid in full
from a permitted issuance of equity undertaken for that pur-
pose.
As contemplated in the Amended Bank Credit Agreement,
the increased Tender Offer Loan proceeds may be used to raise
the cash portion of the Offer to the extent there is a cor-
responding reduction in the amount of QVC Merger Preferred
Stock being offered in connection therewith. The Amended Bank
-10-
<PAGE>
<PAGE>
Credit Agreement permits QVC to further increase the cash por-
tion of the Offer to the extent such increase comes from ad-
ditional investments by the Cox, Advance, Comcast and BellSouth
(the "Equity Investors"). In addition, under certain circum-
stances, other changes would be permitted to the Offer and the
QVC Second-Step Merger.
QVC and the Equity Investors have agreed to enter
into definitive documentation (the "Definitive Equity Agree-
ments") with respect to the previously described proposed in-
vestments by the Equity Investors in QVC. The previously de-
scribed proposed investments remain substantially the same ex-
cept that: (i) the price per share of QVC Common Stock to be
purchased by each of the Equity Investors has been reduced to
$52 per share; (ii) the conversion price of the QVC Preferred
Stock to be purchased by the Equity Investors and the valuation
price of the QVC Common Stock for purposes of determining the
Equity Investors' rights to elect directors, have been reduced
to $55 per share; and (iii) BellSouth has agreed to purchase an
additional $500 million of QVC Common Stock at $42 per share,
on the same terms previously described (other than with respect
to price per share). As a result, Comcast, Advance and Cox
will each acquire 4,807,692 shares of QVC Common Stock and
250,000 shares of QVC Preferred Stock for a purchase price of
$500 million, and BellSouth will acquire 31,135,531 shares of
QVC Common Stock and 250,000 shares of QVC Preferred Stock for
a purchase price of $2 billion. In addition to the foregoing
changes, the terms of the QVC Preferred Stock have been revised
to provide that such stock will be redeemable during the first
two years of the permitted redemption period only if the clos-
ing price per Share of QVC Common Stock exceeds $85.28 for a
specified period of time.
The obligation of QVC and each of the Equity Inves-
tors to consummate the proposed equity investments will be sub-
ject to certain conditions, including (i) the parties having
performed and complied in all material respects with all of
their agreements, obligations and conditions under the Defini-
tive Equity Agreements, (ii) the accuracy in all material re-
spects of the representations and warranties made by the par-
ties in the Definitive Equity Agreements, (iii) the absence of
any orders enjoining or restraining the transactions contem-
plated by the Definitive Equity Agreements, or certain related
agreements, or certain other pending or threatened actions,
proceedings, orders, decrees or injunctions inconsistent with
the transactions contemplated by such agreements, (iv) QVC hav-
ing accepted for payment 50.1% of the Shares pursuant to the
Offer, (v) the availability of sufficient funds to consummate
the Offer and the QVC Second-Step Merger, (vi) the absence of
any defaults or events of default under the Amended Bank Credit
-11-
<PAGE>
<PAGE>
Agreement, (vii) certain additional conditions specific to
BellSouth's investment and (viii) certain other customary con-
ditions. The Definitive Equity Agreements will apply to the
Offer and the QVC Second-Step Merger as contemplated by this
Third Supplement.
As set forth in the Definitive Equity Agreements,
prior to certain necessary stockholder and/or regulatory ap-
provals, Comcast, Advance and Cox may acquire non-voting stock
in lieu of their contemplated investments. As previously de-
scribed in the Offer, until the satisfaction of certain regula-
tory and other requirements, the funds otherwise to be provided
by BellSouth's purchase of QVC Common Stock and QVC Preferred
Stock will be provided through the contribution by a subsidiary
of BellSouth of $2 billion to a partnership formed with a sub-
sidiary of QVC for the purpose of making a loan to QVC in the
amount of the BellSouth subsidiary's contribution.
5. Certain Tax Consequences. The discussion set
forth in Section 5 of the Offer to Purchase, Section 2 of the
First Supplement and Section 6 of the Second Supplement is
hereby amended and supplemented as follows:
As discussed in this Third Supplement, it is antici-
pated that exchanges of Shares pursuant to the Offer or the QVC
Second-Step Merger will be taxable transactions for Federal
income tax purposes. A Paramount stockholder who holds Shares
as a capital asset and who exchanges Shares for cash in the
Offer or for QVC Common Stock, QVC Merger Preferred Stock and
Warrants in the QVC Second-Step Merger will recognize capital
gain or loss for Federal income tax purposes equal to the
difference between the fair market value of the QVC Common
Stock, QVC Merger Preferred Stock and Warrants received and
such Paramount stockholder's tax basis in the Shares exchanged
therefor. A Paramount stockholder who exchanges Shares in the
QVC Second-Step Merger will include the fair market value of
the Warrants received, in addition to the fair market value of
the QVC Common Stock and the QVC Merger Preferred Stock re-
ceived, in the amount realized by such stockholder for purposes
of computing the amount of capital gain or loss recognized by
such stockholder. Such stockholder will have a tax basis in
the QVC Common Stock, QVC Merger Preferred Stock and Warrants
received equal to their fair market value. The holding period
for the QVC Common Stock, QVC Merger Preferred Stock and
Warrants will commence on the day after the QVC Second-Step
Merger.
6. Price Range of Shares; Dividends. The discussion
set forth in Section 6 of the Offer to Purchase, Section 3 of
the First Supplement and Section 7 of the Second Supplement is
hereby supplemented as follows:
According to publicly available sources, Paramount
paid a cash dividend of $.20 per Share on January 14, 1994.
The high and low sales prices per Share on the NYSE as reported
-12-
<PAGE>
<PAGE>
by the Dow Jones News Service for the current quarter through
January 31, 1994, were $83-1/2 and $73-1/2, respectively. On
-13-
<PAGE>
<PAGE>
January 31, 1994, the closing price per Share reported on the
NYSE was $79-5/8. On January 31, 1994, the closing price per
share of QVC Common Stock reported on the NASDAQ was $44.
Stockholders are urged to obtain current market quotations for
the Shares and for QVC Common Stock.
7. Miscellaneous. QVC, Comcast and BellSouth, as
applicable, have filed with the Commission amendments to the
Schedule 14D-1 pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act furnishing certain addi-
tional information with respect to the Offer, and may file fur-
ther amendments thereto. The Tender Offer Statement on Sched-
ule 14D-1 and any and all amendments thereto, including exhib-
its, may be examined and copies may be obtained from the Com-
mission in the same manner as described in Section 8 of the
Offer to Purchase with respect to information concerning Para-
mount (except that the amendments will not be available at the
regional offices of the Commission).
This document is issued by QVC, Comcast and BellSouth
and has been approved by Botts & Company Limited, a Member of
FIMBRA, for the purposes of Section 57 of the UK Financial Ser-
vices Act 1986.
Except as modified by this Third Supplement, the
terms set forth in the Offer to Purchase, the First Supplement,
the Second Supplement, the amendments thereto and the related
Letters of Transmittal remain applicable in all respects to the
Offer and this Third Supplement should be read in conjunction
with the Offer to Purchase, the First Supplement, the Second
Supplement, the amendments thereto and all related Letters of
Transmittal.
QVC NETWORK, INC.
February 1, 1994
-14-
<PAGE>
<PAGE>
Facsimile copies of the Letter of Transmittal, prop-
erly completed and duly executed, will be accepted. The Letter
of Transmittal, certificates for Shares and Rights and any
other required documents should be sent or delivered by each
stockholder of Paramount or his broker, dealer, commercial
bank, trust company or other nominee to the Depositary at one
of its addresses set forth below:
The Depositary for the Offer is:
IBJ Schroder Bank & Trust Company
(212) 858-2103
{*prest12-P}
<TABLE>
<CAPTION>
By Mail: By Facsimile: By Hand or Overnight Delivery:
<S> <C> <C>
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York 10274-0084 Operations Department Attn: Securities Transfer
Attn: Reorganization Window, Subcellar One
Operations Department Confirm Facsimile
by Telephone:
(212) 858-2103
</TABLE>
{*HPcour10-P}
Questions and requests for assistance may be directed
to the Information Agent or the Dealer Manager at their respec-
tive addresses and telephone numbers listed below. Additional
copies of this Third Supplement, the Letter of Transmittal and
other tender offer materials may be obtained from the Informa-
tion Agent as set forth below, and will be furnished promptly
at QVC's expense. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street 37 Sun Street
New York, New York 10005 London, England EC2M 2PY
(212) 269-5550 (Collect) 44 71 247 8263 (Collect)
(800) 669-5550 (Toll-Free)
The Dealer Manager for the Offer is:
ALLEN & COMPANY
INCORPORATED
711 Fifth Avenue
New York, New York 10022
(212) 339-2470
<PAGE>
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(Including the Associated Common Stock Purchase Rights)
of
Paramount Communications Inc.
Pursuant to the Offer to Purchase dated October 27, 1993,
the Supplement thereto dated November 12, 1993,
the Second Supplement thereto dated December 23, 1993,
and
the Third Supplement
thereto dated February 1, 1994
by
QVC Network, Inc.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY,
FEBRUARY 14, 1994, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103
{*prest12-P}
<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand or Overnight Delivery:
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York Operations Department Attn: Securities Transfer
10274-0084 Window, Subcellar One
Attn: Reorganization
Operations Department Confirm Facsimile
by Telephone:
(212) 858-2103
</TABLE>
{*HPcour10-P}
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSIONS OF INSTRUCTIONS
VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANS-
MITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMIT-
TAL IS COMPLETED.
This third revised Letter of Transmittal or the pre-
viously circulated original (pink), revised (blue) or second
revised (blue) Letters of Transmittal is to be completed by
<PAGE>
<PAGE>
stockholders either if certificates for Shares and/or Rights
(each as defined below) are to be forwarded herewith or, unless
an Agent's Message (as defined in the Offer to Purchase) is
utilized, if tenders of Shares and/or Rights are to be made by
book-entry transfer to an account maintained by IBJ Schroder
Bank & Trust Company (the "Depositary") at The Depository Trust
Company ("DTC"), Midwest Securities Trust Company ("MSTC") or
Philadelphia Depository Trust Company ("PDTC") (each a "Book-
Entry Transfer Facility" and collectively referred to as the
"Book-Entry Transfer Facilities"), pursuant to the procedures
set forth in Section 3 of the Offer to Purchase, dated October
27, 1993 (the "Offer to Purchase"). Stockholders who tender
Shares or Rights by book-entry transfer are referred to herein
as "Book-Entry Stockholders." Holders of shares will be re-
quired to tender one Right for each Share tendered in order to
effect a valid tender of such Share. If the Distribution Date
(as defined in the Offer to Purchase) does not occur prior to
the Expiration Date (as defined in the Third Supplement to the
Offer to Purchase dated February 1, 1994), a tender of Shares
will also constitute a tender of the associated Rights. If the
Distribution Date occurs and the certificates representing
Rights ("Rights Certificates") are distributed by Paramount to
holders of Shares prior to the time a holder's Shares are ten-
dered pursuant to the Offer, in order for Rights (and the cor-
responding Shares) to be validly tendered, Rights Certificates
representing a number of Rights equal to the number of Shares
tendered must be delivered to the Depositary or, if available,
a Book-Entry Confirmation (as defined in the Offer to Purchase)
must be received by the Depositary with respect thereto. If
the Distribution Date occurs and Rights Certificates are not
distributed prior to the time Shares are tendered pursuant to
the Offer, Rights may be tendered prior to a stockholder re-
ceiving Rights Certificates by use of the guaranteed delivery
procedure described in Section 3 of the Offer to Purchase. In
any case, a tender of Shares constitutes an agreement by the
tendering stockholder to deliver Rights Certificates represent-
ing a number of Rights equal to the number of Shares tendered
pursuant to the Offer to the Depositary within five business
days after the date Rights Certificates are distributed. QVC
reserves the right to require that the Depositary receive
Rights Certificates, or a Book-Entry Confirmation, if avail-
able, with respect to such Rights, prior to accepting the re-
lated Shares for payment pursuant to the Offer if the Distribu-
tion Date occurs prior to the Expiration Date.
Holders of Shares and Rights whose certificates for
such Shares (the "Share Certificates") or, if applicable,
Rights Certificates, are not immediately available (including,
if the Distribution Date has occurred, because Rights Certifi-
cates have not yet been distributed), or who cannot deliver
-2-
<PAGE>
<PAGE>
their Share Certificates or, if applicable, their Rights Cer-
tificates, and all other required documents to the Depositary
on or prior to the Expiration Date or who cannot complete the
procedures for book-entry transfer on a timely basis, must ten-
der their Shares and Rights according to the guaranteed deliv-
ery procedures set forth in Section 3 of the Offer to Purchase.
See Instruction 2. Delivery of documents to a Book-Entry
Transfer Facility does not constitute delivery to the Deposi-
tary.
NOTE: SIGNATURES MUST BE PROVIDED ON THE INSIDE BACK COVER
AND BACK COVER. PLEASE READ THE ACCOMPANYING IN-
STRUCTIONS CAREFULLY.
-3-
<PAGE>
<PAGE>
| | CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Check Box of Book-Entry Transfer Facility:
| | The Depository Trust Company
| | Midwest Securities Trust Company
| | Philadelphia Depository Trust Company
Account Number: Transaction Code Number:
| | CHECK HERE IF RIGHTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Check Box of Book-Entry Transfer Facility:
| | The Depository Trust Company
| | Midwest Securities Trust Company
| | Philadelphia Depository Trust Company
Account Number: Transaction Code Number:
| | CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH
NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):
Window Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
| | CHECK HERE IF RIGHTS ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH
NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s):
Window Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
<PAGE>
<PAGE>
{*HPlpr17L-P}
<TABLE>
<CAPTION>
| |
| DESCRIPTION OF SHARES TENDERED |
| |
| | Share Certificate(s) and |
| Name(s) and Address(es) of Registered Holder(s) | Share(s) Tendered |
| (Please fill in, if blank, exactly as name(s) appear(s) | (Attach additional list, if necessary) |
| on Share Certificate(s)) | |
<S> <C> <C>
| | | Total Number of | |
| | |Shares Represented | Number of |
| | Certificate | by Share | Shares |
| | Number(s)* | Certificate(s)* | Tendered** |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | Total Shares | | |
| * Need not be completed by Book-Entry Stockholders. |
| ** Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. |
| See Instruction 4. |
| |
</TABLE>
<TABLE>
<CAPTION>
| |
| DESCRIPTION OF SHARES TENDERED* |
| |
| | Rights Certificate(s) and |
| Name(s) and Address(es) of Registered Holder(s) | Rights Tendered |
| (Please fill in, if blank, exactly as name(s) appear(s) | (Attach additional list, if necessary) |
| on Rights Certificate(s)) | |
<S> <C> <C>
| | | Total Number of | |
| | Rights |Rights Represented | Number of |
| | Certificate | by Rights | Rights |
| | Number(s)** | Certificate(s)** | Tendered*** |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | Total Rights | | |
| * If the tendered Rights are represented by separate certificates, complete the certificate numbers of such |
| Rights Certificates. Stockholders tendering Rights which are not represented by separate certificates |
| should retain a copy of this Letter of Transmittal in order to accurately complete a Letter of Transmittal|
| if Rights Certificates are received. |
| ** Need not be completed by Book-Entry Stockholders. |
| *** Unless otherwise indicated, it will be assumed that all Rights represented by certificates delivered to |
| the Depositary are being tendered. See Instruction 4. |
| |
</TABLE>
{*HPcour10-P}
<PAGE>
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to QVC Network, Inc.,
a Delaware corporation ("QVC"), the above described shares of
Common Stock, par value $1.00 per share (the "Shares"), of
Paramount Communications Inc., a Delaware corporation ("Para-
mount"), and the associated Common Stock Purchase Rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of
September 7, 1988, between Paramount and Chemical Bank, as
Rights Agent, as amended (the "Rights Agreement"), at a price
of $104 per Share (and associated Right), net to the seller in
cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated
October 27, 1993 (the "Offer to Purchase"), as amended and
supplemented by the Supplement, dated November 12, 1993 (the
"First Supplement"), the Second Supplement, dated December 23,
1993 (the "Second Supplement"), the Third Supplement thereto,
dated February 1, 1994 (the "Third Supplement" and, together
with the First Supplement and the Second Supplement, the
"Supplements"), receipt of which is hereby acknowledged, the
amendments thereto and in this Letter of Transmittal (which,
together with the Offer to Purchase, the Supplements, the
amendments thereto and the related Letters of Transmittal, con-
stitute the "Offer"). Unless the context otherwise requires,
all references to Shares shall include the Rights, and all ref-
erences to the Rights shall include all benefits that may inure
to the holders of Rights pursuant to the Rights Agreement. The
undersigned understands that QVC reserves the right to transfer
or assign, in whole or from time to time in part, to one or
more of its subsidiaries or affiliates the right to purchase
all or any portion of the Shares and Rights tendered pursuant
to the Offer.
Subject to, and effective upon, acceptance for pay-
ment of and payment for the Shares and Rights tendered herewith
in accordance with the terms and subject to the conditions of
the Offer, the undersigned hereby sells, assigns, and transfers
to, or upon the order of, QVC all right, title and interest in
and to all of the Shares and Rights that are being tendered
hereby and any and all dividends on the Shares (other than
regular quarterly cash dividends, not in excess of $.20 per
Share, having a customary and usual record date) or any distri-
bution (including, without limitation, the issuance of ad-
ditional Shares pursuant to a stock dividend or stock split,
the issuance of other securities or the issuance of rights
(other than the separation of the Rights from the Shares) for
the purchase of any securities) with respect to the Shares or
Rights (other than the Redemption Price (as defined in the Of-
fer to Purchase)) that is declared or paid by Paramount on or
after October 26, 1993 and is payable or distributable to
<PAGE>
<PAGE>
stockholders of record on a date prior to the transfer into the
name of QVC or its nominees or transferees on Paramount's stock
transfer records of the Shares and Rights purchased pursuant to
the Offer (except that if the Rights are redeemed by the Para-
mount Board of Directors, tendering stockholders who are hold-
ers of record as of the applicable record date will be entitled
to receive and retain the Redemption Price) (a "Distribution"),
and constitutes and irrevocably appoints the Depositary the
true and lawful agent, attorney-in-fact and proxy of the under-
signed to the full extent of the undersigned's rights with re-
spect to such Shares and Rights (and any Distributions) with
full power of substitution (such power of attorney and proxy
being deemed to be an irrevocable power coupled with an inter-
est), to (a) deliver Share Certificates and Rights Certificates
(and any Distributions), or transfer ownership of such Shares
or Rights on the account books maintained by the Book-Entry
Transfer Facilities, together in either such case with all ac-
companying evidences of transfer and authenticity, to or upon
the order of QVC upon receipt by the Depositary, as the
undersigned's agent, of the purchase price, (b) present such
Shares and Rights (and any Distributions) for transfer on the
books of Paramount and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares and
Rights (and any Distributions), all in accordance with the
terms of the Offer.
The undersigned understands that if the Distribution
Date (as defined in the Offer to Purchase) has occurred and
Rights Certificates have been distributed to holders of Shares
prior to the time Shares are tendered herewith, in order for
Rights (and the corresponding Shares) to be validly tendered,
Rights Certificates representing a number of Rights equal to
the number of Shares being tendered herewith must be delivered
to the Depositary or, if available, a Book-Entry Confirmation
(as defined in Instruction 2) must be received by the Deposi-
tary with respect thereto. If the Distribution Date has oc-
curred and Rights Certificates have not been distributed prior
to the time Shares and Rights are tendered herewith, the under-
signed agrees to deliver Rights Certificates representing a
number of Rights equal to the number of Shares tendered here-
with to the Depositary within five business days after the date
such Rights Certificates are distributed. The undersigned un-
derstands that QVC reserves the right to require that the De-
positary receive Rights Certificates, or a Book-Entry Confirma-
tion, if available, with respect to such Rights, prior to ac-
cepting Shares for payment, if the Distribution Date occurs
prior to the Expiration Date. In that event, payment for
Shares tendered and accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of,
among other things, such Rights Certificates.
<PAGE>
<PAGE>
The undersigned hereby irrevocably appoints William
F. Costello and Neal S. Grabell, and each of them, the
attorneys-in-fact and proxies of the undersigned, each with
full power of substitution, to vote in such manner as each such
attorney and proxy or his substitute shall, in his sole discre-
tion, deem proper, and otherwise act (including pursuant to
written consent) with respect to all of the Shares and Rights
tendered hereby which have been accepted for payment by QVC
prior to the time of such vote or action (and any Distribu-
tions) which the undersigned is entitled to vote at any meeting
of stockholders (whether annual or special and whether or not
an adjourned meeting) of Paramount, or by written consent in
lieu of such meeting, or otherwise. This power of attorney and
proxy is coupled with an interest in Paramount and in the
Shares and Rights and is irrevocable and is granted in consid-
eration of, and is effective upon, the acceptance for payment
of such Shares and Rights by QVC in accordance with the terms
of the Offer. Such acceptance for payment shall revoke, with-
out further action, any other power of attorney or proxy
granted by the undersigned at any time with respect to such
Shares and Rights (and any Distributions) and no subsequent
powers of attorney or proxies will be given (and if given will
be deemed not to be effective) with respect thereto by the un-
dersigned. The undersigned understands that QVC reserves the
right to require that, in order for Shares and Rights to be
deemed validly tendered, immediately upon QVC's acceptance for
payment of such Shares and Rights, QVC is able to exercise full
voting rights with respect to such Shares, Rights and other
securities, including voting at any meeting of stockholders.
The undersigned hereby represents and warrants that
the undersigned has full power and authority to tender, sell,
assign and transfer the Shares and Rights tendered hereby (and
any Distributions) and that, when the same are accepted for
payment by QVC, QVC will acquire good, marketable and unencum-
bered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and the same will not be subject to
any adverse claim. The undersigned, upon request, will execute
and deliver any additional documents deemed by the Depositary
or QVC to be necessary or desirable to complete the sale, as-
signment and transfer of the Shares and Rights tendered hereby
(and any Distributions). In addition, the undersigned shall
promptly remit and transfer to the Depositary for the account
of QVC any and all other Distributions in respect of the Shares
and Rights tendered hereby, accompanied by appropriate documen-
tation of transfer and, pending such remittance or appropriate
assurance thereof, QVC shall be entitled to all rights and
privileges as owner of any such Distributions, and may withhold
the entire purchase price or deduct from the purchase price of
<PAGE>
<PAGE>
Shares and Rights tendered hereby the amount or value thereof,
as determined by QVC in its sole discretion.
All authority herein conferred or herein agreed to be
conferred shall not be affected by, and shall survive, the
death or incapacity of the undersigned and any obligation of
the undersigned hereunder shall be binding upon the heirs, ex-
ecutors, administrators, legal representatives, successors and
assigns of the undersigned. Except as stated in the Offer to
Purchase, the First Supplement, the Second Supplement and the
Third Supplement, this tender is irrevocable.
The undersigned understands that tenders of Shares
and Rights pursuant to any one of the procedures described in
Section 3 of the Offer to Purchase and in the instructions
hereto will constitute a binding agreement between the under-
signed and QVC upon the terms and subject to the conditions of
the Offer.
Unless otherwise indicated herein under "Special Pay-
ment Instructions," please issue the check for the purchase
price and/or return any Share Certificates or Rights Certifi-
cates not tendered or accepted for payment in the name(s) of
the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the
purchase price and/or return any Share Certificates or Rights
Certificates not tendered or accepted for payment (and ac-
companying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signature. In the event
that both the "Special Delivery Instructions" and the "Special
Payment Instructions" are completed, please issue the check for
the purchase price and/or return any Share Certificates or
Rights Certificates not tendered or accepted for payment in the
name(s) of, and deliver said check and/or return certificates
to, the person or persons so indicated. Stockholders tendering
Shares or Rights by book-entry transfer may request that any
Shares or Rights not accepted for payment be returned by cred-
iting such account maintained at such Book-Entry Transfer Fa-
cility as such stockholder may designate by making an appropri-
ate entry under "Special Payment Instructions." The under-
signed recognizes that QVC has no obligation pursuant to the
"Special Payment Instructions" to transfer any Shares and
Rights from the name of the registered holder thereof if QVC
does not accept for payment any of such Shares and Rights.
<PAGE>
<PAGE>
{*HPlpr17L-P}
<TABLE>
<CAPTION>
| SPECIAL PAYMENT INSTRUCTIONS | | SPECIAL DELIVERY INSTRUCTIONS |
| (See Instructions 1, 5, 6 and 7) | | (See Instructions 1, 5, 6 and 7) |
<S> <C>
| | | |
| To be completed ONLY if Share Certificates and/or | | To be completed ONLY if Share Certificates and/or |
| Rights Certificates not tendered or not purchased and/or | | Rights Certificates not tendered or not purchased and/or |
| the check for the purchase price of Shares and/or Rights | | the check for the purchase price of Shares and/or Rights |
| purchased are to be issued in the name of someone other | | purchased are to be sent to someone other than the |
| than the undersigned, or if Shares and/or Rights tendered | | undersigned, or to the undersigned at an address other |
| by book-entry transfer which are not purchased are to be | | than that shown on the front cover. |
| returned by credit to an account maintained at a Book- | | |
| Entry Transfer Facility other than that designated on | | |
| the front cover. | | |
| | | Mail check and/or certificates to: |
| Issue check and/or certificates to: | | |
| | | Name: |
| Name: | | (Please Print) |
| (Please Print) | | |
| | | |
| | | Address: |
| Address: | | |
| | | |
| | | |
| | | |
| | | (Include Zip Code) |
| (Include Zip Code) | | |
| | | |
| | | (Taxpayer Identification or Social Security No.) |
| (Taxpayer Identification or Social Security No.) | | |
| (See Substitute Form W-9 on Back Cover) | | |
| | | |
| | | |
| | | Credit unpurchased Shares and/or Rights tendered | | |
| by book-entry transfer to the Book-Entry Transfer | | |
| Facility account set forth below: | | |
| | | |
| | | |
| | | DTC | | MSTC | | PDTC | | |
| | | |
| | | |
| (Account Number) | | |
| | | |
</TABLE>
{*HPcour10-P}
<PAGE>
<PAGE>
SIGN HERE
(Please Complete Substitute Form
W-9 on Reverse Side)
----------------------------------------------------------
----------------------------------------------------------
Signature(s) of Owner(s)
Dated:
(Must be signed by the registered holder(s) exactly as
name(s) appear(s) on the Share Certificate(s) or Rights
Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative
capacity, please provide the necessary information. See
Instruction 5.)
Name(s): -----------------------------------------------
(Please Print)
Capacity (Full Title): --------------------------------
Address:
(Include Zip Code)
Area Code and Telephone Number:
Tax Identification or Social Security No.:
(See Substitute Form W-9 on Reverse Side)
GUARANTEE OF SIGNATURE(S)
(If Required -- See Instructions 1 and 5)
Authorized Signature:
Name:
Name of Firm:
Address:
(Include Zip Code)
Area Code and Telephone Number:
Dated:
<PAGE>
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. No signature guaran-
tee on this Letter of Transmittal is required (i) if this
Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any
participant in a Book-Entry Transfer Facility whose name ap-
pears on a security position listing as the owner of Shares
or Rights) of the Shares and Rights tendered herewith, unless
such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment
Instructions" on the inside front cover hereof or (ii) if
such Shares or Rights are tendered for the account of a firm
that is a bank, broker, dealer, credit union, savings associ-
ation or other entity which is a member in good standing of
the Securities Transfer Agent's Medallion Program (an "Eli-
gible Institution"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certifi-
cates. This Letter of Transmittal is to be used either if
Share Certificates or Rights Certificates are to be forwarded
herewith or, unless an Agent's Message (as defined in the
Offer to Purchase) is utilized, if tenders are to be made
pursuant to the procedures for tender by book-entry transfer
set forth in Section 3 of the Offer to Purchase. Share Cer-
tificates, or timely confirmation (a "Book-Entry Confirma-
tion") of a book-entry transfer of such Shares into the
Depositary's account at a Book-Entry Transfer Facility, as
well as a Letter of Transmittal (or a facsimile hereof),
properly completed and duly executed, with any required sig-
nature guarantees, or an Agent's Message in the case of a
book-entry delivery, and any other documents required by the
Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein prior to the Expiration
Date and, unless and until QVC declares that the Rights Con-
dition (as defined in the Second Supplement) is satisfied,
Rights Certificates, or Book-Entry Confirmation of a transfer
of Rights into the Depositary's account at a Book-Entry
Transfer Facility, if available (together with, if Rights are
forwarded separately from Shares, a properly completed and
duly executed Letter of Transmittal (or a facsimile hereof)
with any required signature guarantee, or an Agent's Message
in the case of a book-entry delivery, and any other documents
required by the Letter of Transmittal), must be received by
the Depositary at one of its addresses set forth herein prior
to the Expiration Date or, if later, within five business
days after the date such Rights Certificates are distributed.
<PAGE>
<PAGE>
Stockholders whose Share Certificates or Rights Certificates
are not immediately available (including, if the Distribution
Date has occurred, because Rights Certificates have not yet
been distributed) or who cannot deliver their Share Certifi-
cates or Rights Certificates and all other required documents
to the Depositary prior to the Expiration Date or who cannot
complete the procedures for delivery by book-entry transfer
on a timely basis may tender their Shares and Rights by prop-
erly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure: (i) such tender must be made by or through
an Eligible Institution; (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the
form made available by QVC, must be received by the Deposi-
tary on or prior to the Expiration Date; and (iii) the Share
Certificates or Rights Certificates (or a Book-Entry Confir-
mation) representing all tendered Shares or Rights, in proper
form for transfer, together with a Letter of Transmittal (or
a facsimile thereof), properly completed and duly executed,
with any required signature guarantees (or, in the case of a
book-entry delivery, an Agent's Message) and any other docu-
ments required by the Letter of Transmittal, must be received
by the Depositary (a) in the case of Shares, within five New
York Stock Exchange, Inc. ("NYSE") trading days after the
date of execution of such Notice of Guaranteed Delivery or
(b) in the case of Rights, within a period ending on the
later of (i) five NYSE trading days after the date of execu-
tion of such Notice of Guaranteed Delivery or (ii) five busi-
ness days after Rights Certificates are distributed to stock-
holders by Paramount, all as provided in Section 3 of the
Offer to Purchase. If Share Certificates and Rights Certifi-
cates are forwarded separately to the Depositary, a properly
completed and duly executed Letter of Transmittal (or fac-
simile thereof) must accompany each such delivery.
The method of delivery of Share Certificates,
Rights Certificates, the Letter of Transmittal and all other
required documents is at the option and sole risk of the ten-
dering stockholder and the delivery will be deemed made only
when actually received by the Depositary. If delivery is by
mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
No alternative, conditional or contingent tenders
will be accepted and no fractional Shares or Rights will be
purchased. All tendering stockholders, by execution of this
Letter of Transmittal or facsimile hereof, waive any right to
<PAGE>
<PAGE>
receive any notice of the acceptance of their Shares and
Rights for payment.
3. Inadequate Space. If the space provided herein
is inadequate, the certificate numbers and/or the number of
Shares and Rights and any other required information should
be listed on a separate schedule attached hereto and sepa-
rately signed on each page thereof in the same manner as this
Letter of Transmittal is signed.
4. Partial Tenders. (Not applicable to stockhold-
ers who tender by book-entry transfer.) If fewer than all
the Shares or Rights evidenced by any certificate submitted
are to be tendered, fill in the number of Shares or Rights
which are to be tendered in the box entitled "Number of
Shares Tendered" or "Number of Rights Tendered" as appro-
priate. In such case, new certificate(s) for the remainder
of the Shares or Rights that were evidenced by your old
certificate(s) will be sent to you, unless otherwise provided
in the appropriate box marked "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of
Transmittal, as soon as practicable after the Expiration
Date. All Shares and Rights represented by certificates de-
livered to the Depositary will be deemed to have been ten-
dered unless otherwise indicated.
5. Signatures on Letter of Transmittal, Stock Pow-
ers and Endorsements. If this Letter of Transmittal is
signed by the registered holder(s) of the Shares and Rights
tendered hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificate(s)
without alteration, enlargement or any change whatsoever.
If any of the Shares or Rights tendered hereby are
owned of record by two or more joint owners, all such owners
must sign this Letter of Transmittal.
If any tendered Shares or Rights are registered in
different names on several certificates, it will be necessary
to complete, sign and submit as many separate Letters of
Transmittal as there are different registrations of certifi-
cates.
If this Letter of Transmittal or any certificates
or stock powers are signed by trustees, executors, adminis-
trators, guardians, attorneys-in-fact, officers of corpora-
tions or others acting in a fiduciary or representative ca-
pacity, such persons should so indicate when signing, and
proper evidence satisfactory to QVC of their authority so to
act must be submitted.
<PAGE>
<PAGE>
When this Letter of Transmittal is signed by the
registered owner(s) of the Shares or Rights listed and trans-
mitted hereby, no endorsements of certificates or separate
stock powers are required unless payment is to be made to or
certificates for Shares or Rights not tendered or purchased
are to be issued in the name of a person other than the reg-
istered owner(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person
other than the registered owner(s) of the Shares or Rights
listed, the certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as
the name or names of the registered owner(s) appear(s) on the
certificates. Signatures on such certificates or stock pow-
ers must be guaranteed by an Eligible Institution.
6. Stock Transfer Taxes. Except as set forth in
this Instruction 6, QVC will pay or cause to be paid any
stock transfer taxes with respect to the transfer and sale of
purchased Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to,
or if certificates for Shares not tendered or purchased are
to be registered in the name of, any person other than the
registered holder, or if tendered certificates are registered
in the name of any person other than the person(s) signing
this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder or such per-
son) payable on account of the transfer to such person will
be deducted from the purchase price unless satisfactory evi-
dence of the payment of such taxes or exemption therefrom is
submitted.
Except as provided in this Instruction 6, it will
not be necessary for Transfer Tax Stamps to be affixed to the
certificates listed in this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If
a check is to be issued in the name of and/or certificates
for unpurchased Shares or Rights are to be returned to a per-
son other than the signer of this Letter of Transmittal or if
a check is to be sent and/or such certificates are to be re-
turned to someone other than the signer of this Letter of
Transmittal or to an address other than that shown on the
front cover hereof, the appropriate boxes on this Letter of
Transmittal should be completed. Stockholders tendering
Shares or Rights by book-entry transfer may request that
Shares or Rights not purchased be credited to such account
maintained at such Book-Entry Transfer Facility as such
<PAGE>
<PAGE>
stockholder may designate hereon. If no such instructions
are given, such Shares or Rights not purchased will be re-
turned by crediting the account at the Book-Entry Transfer
Facility designated above. See Instruction 1.
8. Requests for Assistance or Additional Copies.
Requests for assistance may be directed to the Information
Agent at its addresses set forth below. Requests for addi-
tional copies of the Offer to Purchase, the First Supplement,
the Second Supplement, the Third Supplement and this Letter
of Transmittal may be directed to the Information Agent or to
brokers, dealers, commercial banks or trust companies.
9. 31% Backup Withholding; Substitute Form W-9.
Under U.S. Federal income tax law, a stockholder whose ten-
dered Shares are accepted for payment is required to provide
the Depositary with such stockholder's correct taxpayer iden-
tification number ("TIN") on Substitute Form W-9 below. If
the Depositary is not provided with the correct TIN, the In-
ternal Revenue Service may subject the stockholder or other
payee to a $50 penalty. In addition, payments that are made
to such stockholder or other payee with respect to Shares or
Rights purchased pursuant to the Offer may be subject to 31%
backup withholding.
Certain stockholders (including, among others, all
corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. In
order for a foreign individual to qualify as an exempt recip-
ient, the stockholder must submit a Form W-8, signed under
penalties of perjury, attesting to that individual's exempt
status. A Form W-8 can be obtained from the Depositary. See
the enclosed "Guidelines for Certification of Taxpayer Iden-
tification Number on Substitute Form W-9" for more instruc-
tions.
If backup withholding applies, the Depositary is
required to withhold 31% of any such payments made to the
stockholder or other payee. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject
to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes,
a refund may be obtained from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 may be
checked if the tendering stockholder has not been issued a
TIN and has applied for a TIN or intends to apply for a TIN
in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate
of Awaiting Taxpayer Identification Number below in order to
<PAGE>
<PAGE>
avoid backup withholding. Notwithstanding that the box in
Part 3 is checked and the Certificate of Awaiting Taxpayer
Identification Number is completed, the Depositary will with-
hold 31% of all payments made prior to the time a properly
certified TIN is provided to the Depositary.
The stockholder is required to give the Depositary
the TIN (e.g., social security number or employer identifica-
tion number) of the record owner of the Shares or Rights or
of the last transferee appearing on the transfers attached
to, or endorsed on, the Shares or Rights. If the Shares or
Rights are in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certi-
fication of Taxpayer Identification Number on Substitute Form
W-9" for additional guidance on which number to report.
10. Lost, Destroyed or Stolen Certificates. If
any certificate(s) representing Shares or Rights has been
lost, destroyed or stolen, the stockholder should promptly
notify the Depositary. The stockholder will then be in-
structed as to the steps that must be taken in order to re-
place the certificate(s). This Letter of Transmittal and
related documents cannot be processed until the procedures
for replacing lost or destroyed certificates have been fol-
lowed.
Important: This Letter of Transmittal (or a fac-
simile copy hereof) or an Agent's Message together with cer-
tificates or confirmation of book-entry transfer and all
other required documents must be received by the Depositary
on or prior to the Expiration Date.
<PAGE>
<PAGE>
TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
(See Instruction 9)
<TABLE>
<CAPTION>
PAYOR'S NAME: IBJ SCHRODER BANK & TRUST COMPANY
<S> <C> <C> <C>
| | Part 1 -- PLEASE PROVIDE YOUR | Social Security Number or |
| | TIN IN THE BOX AT RIGHT AND | Employer ID Number |
| | CERTIFY BY SIGNING AND DATING | |
| | BELOW. | ___________________ |
| | | |
|SUBSTITUTE | Part 2 -- Certificates -- Under
penalties of perjury, I certify that: |
|Form W-9 | (1) The number shown on this form is my
correct Taxpayer Identification Number (or I am wait-
|
| | ing for a number to be issued to me) and |
|Department of the Treasury | (2) I am not subject to backup withholding either because: (a) I am exempt from backup |
|Internal Revenue Service | withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS")
|
| | that I am subject to backup withholding as a result of a failure to report all
interest
holding as a result of a failure to report all interest
|
| | or dividends, or (c) the IRS has notified me that I am no longer subject to backup |
| | withholding. |
| | |
|Payer's Request for Taxpayer | Certification Instructions -- You must cross out item (2) above if
you have been notified by
|
|Identification Number ("TIN") | the IRS that you are currently subject to backup withholding because of underreporting |
| | interest or dividends on your tax return. However, if after being notified by the IRS that |
| | you were subject to backup withholding you received another notification from the IRS that |
| | you are no longer subject to backup withholding, do not cross out such item (2). |
| | |
| | | Part 3 |
| | Signature _______________________________ Date _________________ |Awaiting TIN [ ] |
| | | |
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO
THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and either
(1) I have mailed or delivered an application to receive a
taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration
Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a
taxpayer identification number by the time of payment, 31% of
all reportable payments made to me will be withheld , but that
such amounts will be refunded to me if I then provide a
Taxpayer Identification Number within sixty (60) days.
Signature Date
<PAGE>
<PAGE>
Facsimile copies of the Letter of Transmittal, properly
completed and duly executed, will be accepted. The Letter of
Transmittal, certificates for Shares and Rights and any other
required documents should be sent or delivered by each stock-
holder of Paramount or his broker, dealer, commercial bank,
trust company or other nominee to the Depositary at one of its
addresses set forth below:
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103
{*prest12-P}
<TABLE>
<CAPTION>
By Mail: By Facsimile: By Hand or Overnight Delivery:
<S> <C> <C>
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York 10274-0084 Operations Department Attn: Securities Transfer
Attn: Reorganization Window, Subcellar One
Operations Department Confirm Facsimile by Telephone:
(212) 858-2103
</TABLE>
{*HPcour10-P}
Questions and requests for assistance may be directed
to the Information Agent or the Dealer Manager at their respec-
tive addresses and telephone numbers listed below. Additional
copies of the Offer to Purchase, the First Supplement, the Sec-
ond Supplement, the Third Supplement, this Letter of Trans-
mittal and other tender offer materials may be obtained from
the Information Agent as set forth below, and will be furnished
promptly at QVC's expense. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street 37 Sun Street
New York, New York 10005 London, England EC2M 2PY
(212) 269-5550 (Collect) 44 71 247 8263 (Collect)
(800) 669-5550 (Toll-Free)
The Dealer Manager for the Offer is:
Allen & Company
Incorporated
711 Fifth Avenue
New York, New York 10022
(212) 339-2470
<PAGE>
NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock
(Including the Associated Common Stock Purchase Rights)
of
PARAMOUNT COMMUNICATIONS INC.
This Notice of Guaranteed Delivery or one substantially
equivalent hereto must be used to accept the Offer (as defined
below) if certificates representing shares of Common Stock, par
value $1.00 per share (the "Shares"), of Paramount Communica-
tions Inc., a Delaware corporation ("Paramount"), or, if appli-
cable, certificates for the associated Common Stock Purchase
Rights (the "Rights") issued pursuant to the Rights Agreement,
dated as of September 7, 1988, between Paramount and Chemical
Bank, as Rights Agent, as amended (the "Rights Agreement"), are
not immediately available (including, if a Distribution Date
(as defined in the Offer to Purchase (as defined below)) has
occurred, because certificates for Rights have not yet been
distributed by Paramount) or time will not permit all required
documents to reach IBJ Schroder Bank & Trust Company (the
"Depositary") on or prior to the Expiration Date (as defined in
the Third Supplement (as defined below)), or the procedures for
delivery by book-entry transfer cannot be completed on a timely
basis. This Notice of Guaranteed Delivery may be delivered by
hand or sent by facsimile transmission or mail to the Deposi-
tary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
IBJ SCHRODER BANK & TRUST COMPANY
(212) 858-2103
{*prest12-P}
<TABLE>
<CAPTION>
By Mail: By Facsimile: By Hand or Overnight Delivery:
<S> <C> <C>
P.O. Box 84 (212) 858-2611 One State Street
Bowling Green Station Attn: Reorganization New York, New York 10004
New York, New York 10274-0084 Operations Department Attn: Securities Transfer
Attn: Reorganization Window, Subcellar One
Operations Department Confirm Facsimile by Telephone:
(212) 858-2103
</TABLE>
{*HPcour10-P}
<PAGE>
<PAGE>
Delivery of this Notice of Guaranteed Delivery to an
address other than as set forth above or transmission of in-
structions via a facsimile transmission to a number other than
as set forth above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to
guarantee signatures. If a signature on a Letter of Transmit-
tal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on
the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to QVC Network, Inc., a
Delaware corporation, upon the terms and subject to the condi-
tions set forth in the Offer to Purchase, dated October 27,
1993 (the "Offer to Purchase"), as amended and supplemented by
the Supplement thereto, dated November 12, 1993, the Second
Supplement thereto, dated December 23, 1993, and the Third Sup-
plement thereto, dated February 1, 1994 (the "Third Supple-
ment"), and in the related Letters of Transmittal, receipt of
each of which is hereby acknowledged, and the amendments to the
foregoing (which together constitute the "Offer"), the number
of Shares and Rights indicated below pursuant to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Pur-
chase.
{*HPlpr17L-P}
<TABLE>
<S> <C>
Number of Shares: Name(s) of Record Holder(s):
Number of Rights:
Address(es):
Certificate No(s). (if available):
If Share(s) or Right(s) will be tendered by Area Code and Telephone Number(s):
book-entrytransfer, check one box.
[] The Depository Trust Company
[] Midwest Securities Trust Company
[] Philadelphia Depository Trust Company
Account Number: Signature(s):
Date:
</TABLE>
{*HPcour10-P}
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
-2-
<PAGE>
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm that is a bank, broker, dealer,
credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agent's
Medallion Program, hereby (a) represents that the tender of
Shares and/or Rights effected hereby complies with Rule 14e-4
under the Securities Exchange Act of 1934, as amended, and
(b) guarantees to deliver to the Depositary, at one of its
addresses set forth above, the certificates representing all
tendered Shares and/or Rights, in proper form for transfer, or
a Book-Entry Confirmation (as defined in the Offer to Pur-
chase), together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the
Offer to Purchase) in the case of a book-entry delivery, and
any other documents required by the Letter of Transmittal
within (a) in the case of Shares, five New York Stock Exchange,
Inc. ("NYSE") trading days after the date of execution of this
Notice of Guaranteed Delivery, or (b) in the case of Rights, a
period ending on the later of (i) five NYSE trading days after
the date of execution of this Notice of Guaranteed Delivery and
(ii) five business days after the date certificates for Rights
are distributed to holders of Shares by the Rights Agent.
{*prest12-P}
<TABLE>
<S> <C>
Name of Firm:
(Authorized Signature)
Address: Title:
Name:
(Zip Code) (Please type or print)
Area Code and
Telephone Number: Date:
</TABLE>
{*HPcour10-P}
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH
THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SHARES OR
RIGHTS SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
-3-
<PAGE>
(Allen & Company Incorporated Letterhead)
QVC Network, Inc.
Has Increased the Price of
Its Offer to Purchase for Cash
61,657,432 Shares of Common Stock
(Including the Associated Common Stock Purchase Rights) of
Paramount Communications Inc.
to
$104 Net Per Share
+-------------------------------------------------------------+
| THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL |
| EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, |
| FEBRUARY 14, 1994, UNLESS THE OFFER IS EXTENDED. |
+-------------------------------------------------------------+
February 1, 1994
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by QVC Network, Inc., a Delaware
corporation ("QVC"), to act as financial advisor and Dealer
Manager in connection with QVC's offer to purchase 61,657,432
shares of Common Stock, par value $1.00 per share (the
"Shares"), of Paramount Communications Inc., a Delaware corpo-
ration ("Paramount"), or such greater number of Shares as
equals 50.1% of the Shares outstanding plus the number of
Shares issuable upon the exercise of the then exercisable stock
options, as of the expiration of the Offer, and the associated
Common Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of September 7, 1988, between
Paramount and Chemical Bank, as Rights Agent, as amended (the
"Rights Agreement"), at a price of $104 per Share (and asso-
ciated Right), net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated October 27, 1993 (the "Offer to
Purchase"), as amended and supplemented by the Supplement
thereto, dated November 12, 1993 (the "First Supplement"), the
Second Supplement thereto, dated December 23, 1993 (the "Second
Supplement") and the Third Supplement thereto, dated February
1, 1994 (the "Third Supplement" and together with the First
Supplement and the Second Supplement, the "Supplements"), the
amendments thereto and in the related Letters of Transmittal
(which, together with the Offer to Purchase, the Supplements
and the amendments thereto, constitute the "Offer"). Holders
of Shares will be required to tender one Right for each Share
tendered in order to effect a valid tender of such Share. If
the Distribution Date (as defined in the Offer to Purchase)
does not occur prior to the Expiration Date (as defined in the
Third Supplement), a tender of Shares will constitute a tender
<PAGE>
<PAGE>
of the associated Rights. If the Distribution Date occurs and
the certificates representing Rights ("Rights Certificates")
are distributed by Paramount to holders of Shares prior to the
time a holder's Shares are tendered pursuant to the Offer, in
order for Rights (and the corresponding Shares) to be validly
tendered, Rights Certificates representing a number of Rights
equal to the number of Shares tendered must be delivered to the
Depositary (as defined below) or, if available, a Book-Entry
Confirmation (as defined in the Offer to Purchase) must be
received by the Depositary with respect thereto. If the Dis-
tribution Date occurs and Rights Certificates are not distrib-
uted prior to the time Shares are tendered pursuant to the
Offer, Rights may be tendered prior to a stockholder receiving
Rights Certificates by use of the guaranteed delivery procedure
described in Section 3 of the Offer to Purchase. In any case,
a tender of Shares constitutes an agreement by the tendering
stockholder to deliver Rights Certificates representing a num-
ber of Rights equal to the number of Shares tendered pursuant
to the Offer to the Depositary within five business days after
the date Rights Certificates are distributed. QVC reserves the
right to require that the Depositary receive Rights Certifi-
cates, or a Book-Entry Confirmation, if available, with respect
to such Rights, prior to accepting the related Shares for pay-
ment pursuant to the Offer, if the Distribution Date occurs
prior to the Expiration Date. Holders of Shares and Rights
whose certificates for such Shares (the "Share Certificates")
or, if applicable, Rights Certificates, are not immediately
available (including, if the Distribution Date has occurred,
because Rights Certificates have not yet been distributed), or
who cannot deliver their Share Certificates or, if applicable,
their Rights Certificates, and all other required documents to
the Depositary on or prior to the Expiration Date, or who can-
not complete the procedures for book-entry transfer on a timely
basis, must tender their Shares and Rights according to the
guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase. Unless the context otherwise requires, all
references to Shares shall include the Rights, and all refer-
ences to the Rights shall include all benefits that may inure
to holders of Rights pursuant to the Rights Agreement.
Please furnish copies of the enclosed materials to those
of your clients for whose accounts you hold Shares or, if
applicable, Rights registered in your name or in the name of
your nominee.
The Offer is conditioned upon, among other things, at
least 61,657,432 Shares, or such greater number of Shares as
equals 50.1% of the Shares outstanding plus the number of
Shares issuable upon the exercise of the then exercisable stock
options, as of the expiration of the Offer, being validly ten-
dered and not withdrawn prior to the expiration of the Offer.
The Offer is also subject to other terms contained in the Offer
to Purchase and the Supplements. See the Introduction and Sec-
tion 2 of the Third Supplement.
-2-
<PAGE>
<PAGE>
Enclosed herewith for your information and forwarding to
your clients are copies of the following documents:
1. The Third Supplement, dated February 1, 1994.
2. The third revised (blue) Letter of Transmittal to
tender Shares and Rights for your use and for the informa-
tion of your clients. Facsimile copies of the third
revised (blue) Letter of Transmittal may be used to tender
Shares and Rights.
3. The third revised (blue) Notice of Guaranteed
Delivery for Shares and Rights to be used to accept the
Offer if certificates for Shares or Rights are not immedi-
ately available or if such certificates and all other re-
quired documents cannot be delivered to IBJ Schroder Bank
& Trust Company (the "Depositary") by the Expiration Date
or if the procedure for book-entry transfer cannot be com-
pleted by the Expiration Date.
4. A printed revised form of the letter which may be
sent to your clients for whose accounts you hold Shares
registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instruc-
tions with regard to the Offer.
5. Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substi-
tute Form W-9.
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT
YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE
OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, FEBRUARY 14,
1994, UNLESS THE OFFER IS EXTENDED.
In order to accept the Offer, a duly executed and properly
completed Letter of Transmittal and any required signature
guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry delivery of Shares or
Rights, and any other required documents should be sent to the
Depositary and either Share Certificates representing the ten-
dered Shares (and, if applicable, Rights Certificates repre-
senting the tendered Rights) should be delivered to the Deposi-
tary, or such Shares (and, if applicable, tendered Rights)
should be tendered by book-entry transfer into the Depositary's
account maintained at one of the Book Entry Transfer Facilities
(as described in the Offer to Purchase), all in accordance with
the instructions set forth in the Letter of Transmittal, the
Offer to Purchase and the Supplements.
-3-
<PAGE>
<PAGE>
If holders of Shares wish to tender, but it is impracti-
cable for them to forward their Share Certificates or, if ap-
plicable, Rights Certificates, or other required documents on
or prior to the Expiration Date or to comply with the book-
entry transfer procedures on a timely basis, a tender may be
effected by following the guaranteed delivery procedures speci-
fied in Section 3 of the Offer to Purchase.
QVC will not pay any commissions or fees to any broker,
dealer or other person (other than the Dealer Manager and the
Information Agent, as described in the Offer to Purchase) for
soliciting tenders of Shares pursuant to the Offer. QVC will,
however, upon request, reimburse you for customary clerical and
mailing expenses incurred by you in forwarding any of the en-
closed materials to your clients. QVC will pay or cause to be
paid any stock transfer taxes payable on the transfer of Shares
to it, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
Any inquiries you may have with respect to the Offer
should be addressed to, and additional copies of the enclosed
material may be obtained from, the Dealer Manager or the Infor-
mation Agent, at their respective addresses and telephone num-
bers set forth on the back cover of the Offer to Purchase.
Very truly yours,
ALLEN & COMPANY INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS
SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF QVC, THE
DEALER MANAGER, PARAMOUNT, THE DEPOSITARY OR THE INFORMATION
AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN
THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
-4-
<PAGE>
QVC Network, Inc.
Has Increased the Price of
Its Offer to Purchase for Cash
61,657,432 Shares of Common Stock
(Including the Associated Common Stock Purchase Rights)
of
Paramount Communications Inc.
to
$104 Net Per Share
+-------------------------------------------------------------+
| THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL |
| EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, |
| FEBRUARY 14, 1994, UNLESS THE OFFER IS EXTENDED. |
+-------------------------------------------------------------+
February 1, 1994
To Our Clients:
Enclosed for your consideration are the Third Supple-
ment, dated February 1, 1994 (the "Third Supplement"), to the
Offer to Purchase, dated October 27, 1993 (the "Offer to Pur-
chase"), as amended and supplemented by the Supplement, dated
November 12, 1993 (the "First Supplement"), the Second Supple-
ment, dated December 23, 1993 (the "Second Supplement" and,
together with the Third Supplement and the Second Supplement,
the "Supplements") and the amendments thereto, and the third
revised (blue) Letter of Transmittal (which, together with the
Supplements, the Offer to Purchase, the amendments thereto and
the related Letters of Transmittal, constitute the "Offer")
relating to the offer by QVC Network, Inc., a Delaware corpora-
tion ("QVC"), to purchase 61,657,432 shares of Common Stock,
par value $1.00 per share (the "Shares"), of Paramount Communi-
cations Inc., a Delaware corporation ("Paramount"), or such
greater number of Shares as equals 50.1% of the Shares out-
standing plus the number of Shares issuable upon the exercise
of the then exercisable stock options, as of the expiration of
the Offer, and the associated Common Stock Purchase Rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of
September 7, 1988, between Paramount and Chemical Bank, as
Rights Agent, as amended (the "Rights Agreement"), at a price
of $104 per Share (and associated Right), net to the seller in
cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase, the Sup-
plements, the amendments thereto and the related Letters of
Transmittal. Holders of Shares will be required to tender one
Right for each Share tendered in order to effect a valid tender
of such Share. If the Distribution Date (as defined in the
<PAGE>
<PAGE>
Offer to Purchase) does not occur prior to the Expiration Date
(as defined in the Third Supplement), a tender of Shares will
constitute a tender of the associated Rights. If the Distribu-
tion Date occurs and the certificates representing Rights
("Rights Certificates") are distributed by Paramount to holders
of Shares prior to the time a holder's Shares are tendered pur-
suant to the Offer, in order for Rights (and the corresponding
Shares) to be validly tendered, Rights Certificates represent-
ing a number of Rights equal to the number of Shares tendered
must be delivered to the Depositary (as defined herein) or, if
available, a Book-Entry Confirmation (as defined in the Offer
to Purchase) must be received by the Depositary with respect
thereto. If the Distribution Date occurs and Rights Certifi-
cates are not distributed prior to the time Shares are tendered
pursuant to the Offer, Rights may be tendered prior to a stock-
holder receiving Rights Certificates by use of the guaranteed
delivery procedure described in Section 3 of the Offer to Pur-
chase. In any case, a tender of Shares constitutes an agree-
ment by the tendering stockholder to deliver Rights Certifi-
cates representing a number of Rights equal to the number of
Shares tendered pursuant to the Offer to the Depositary within
five business days after the date Rights Certificates are dis-
tributed. QVC reserves the right to require that the Deposi-
tary receive Rights Certificates, or a Book-Entry Confirmation,
if available, with respect to such Rights, prior to accepting
the related Shares for payment pursuant to the Offer if the
Distribution Date occurs prior to the Expiration Date. Holders
of Shares and Rights whose certificates for such Shares (the
"Share Certificates") or, if applicable, Rights Certificates,
are not immediately available (including, if the Distribution
Date has occurred, because Rights Certificates have not yet
been distributed), or who cannot deliver their Share Certifi-
cates or, if applicable, their Rights Certificates, and all
other required documents to the Depositary on or prior to the
Expiration Date, or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Shares
and Rights according to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase. Unless the con-
text otherwise requires, all references to Shares shall include
the Rights, and all references to the Rights shall include all
benefits that may inure to holders of Rights pursuant to the
Rights Agreement.
-2-
<PAGE>
<PAGE>
We are the holder of record of Shares and Rights held
by us for your account. A tender of such Shares and Rights can
be made only by us as the holder of record and pursuant to your
instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender
Shares and Rights held by us for your account.
Accordingly, we request instructions as to whether
you wish to have us tender on your behalf any or all Shares and
Rights held by us for your account pursuant to the terms and
conditions set forth in the Offer.
Please note the following:
1. The tender price is $104 per Share, including the
associated Right, net to you in cash without interest
thereon, upon the terms and subject to the conditions set
forth in the Offer.
2. The Offer is being made for 61,657,432 Shares, or
such greater number of Shares as equals 50.1% of the
Shares outstanding plus the number of Shares issuable upon
the exercise of the then exercisable stock options, as of
the expiration of the Offer.
3. The Offer is conditioned upon, among other
things, at least 61,657,432 Shares, or such greater number
of Shares as equals 50.1% of the Shares outstanding plus
the number of Shares issuable upon the exercise of the
then exercisable stock options, as of the expiration of
the Offer, being validly tendered and not withdrawn prior
to the expiration of the Offer. The Offer is also subject
to other terms contained in the Offer to Purchase, the
First Supplement, the Second Supplement and the Third Sup-
plement. See the Introduction and Section 2 of the Third
Supplement.
4. Tendering stockholders will not be obligated to
pay brokerage fees or commissions or, except as otherwise
provided in Instruction 6 of the Letter of Transmittal,
stock transfer taxes on the purchase of Shares or Rights
by QVC pursuant to the Offer.
5. The Offer, proration period and withdrawal rights
will expire at 12:00 midnight, New York City time, on
Monday, February 14, 1994, unless the Offer is extended.
6. Payment for Shares purchased pursuant to the
Offer will in all cases be made only after timely receipt
-3-
<PAGE>
<PAGE>
by IBJ Schroder Bank & Trust Company (the "Depositary") of
(a) Share Certificates and, if applicable, Rights Certifi-
cates or timely confirmation of the book-entry transfer of
such Shares and, if applicable, Rights into the account
maintained by the Depositary at The Depository Trust Com-
pany, Midwest Securities Trust Company or Philadelphia
Depository Trust Company (collectively, the "Book-Entry
Transfer Facilities"), pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, (b) a Letter
of Transmittal (or a facsimile thereof), properly complet-
ed and duly executed, with any required signature guaran-
tees, or an Agent's Message (as defined in the Offer to
Purchase), in connection with a book-entry delivery, and
(c) any other documents required by the Letter of Trans-
mittal. Accordingly, payment may not be made to all ten-
dering stockholders at the same time depending upon when
certificates for or confirmations of book-entry transfer
of such Shares (or Rights, if available) into the Deposi-
tary's account at a Book-Entry Transfer Facility are actu-
ally received by the Depositary.
If you wish to have us tender any or all of the
Shares held by us for your account, please so instruct us by
completing, executing, detaching and returning to us the in-
struction form set forth on the back page of this letter. If
you authorize the tender of your Shares and Rights, all such
Shares and Rights will be tendered unless otherwise specified
on the next page of this letter. An envelope to return your
instructions to us is enclosed. Your authorization to tender
Shares shall be deemed authorization to tender the associated
Rights regardless of whether they separate from the Shares.
Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf prior to the expi-
ration of the Offer.
The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares or Rights
residing in any jurisdiction in which the making of the Offer
or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. How-
ever, QVC may, in its discretion, take such action as it may
deem necessary to make the Offer in any jurisdiction and extend
the Offer to holders of Shares in such jurisdiction. QVC will
apply to the securities regulatory authorities in Canada for
relief from various requirements of securities legislation and
policies in the Canadian provinces. If such relief is not
granted in a province, the Offer will be deemed not to have
been made to holders of Shares in such province nor will ten-
ders be accepted from or on behalf of such holders.
-4-
<PAGE>
<PAGE>
In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or
dealer, the Offer is being made on behalf of QVC by Allen &
Company Incorporated, the Dealer Manager for the Offer, or one
or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
-5-
<PAGE>
<PAGE>
Instructions with Respect to the Offer to Purchase
for Cash 61,657,432 Shares of Common Stock
(Including the Associated Common Stock Purchase Rights)
of
Paramount Communications Inc.
The undersigned acknowledge(s) receipt of your letter
and the enclosed Third Supplement, dated February 1, 1994 (the
"Third Supplement"), to the Offer to Purchase, dated October
27, 1993 (the "Offer to Purchase"), as amended and supplemented
by the Supplement thereto, dated November 12, 1993, the Second
Supplement thereto, dated December 23, 1993, and the amendments
thereto and the third revised (blue) Letter of Transmittal
(which documents, together with the related Letters of Trans-
mittal, constitute the "Offer") in connection with the offer by
QVC Network, Inc., a Delaware corporation ("QVC"), to purchase
61,657,432 shares of Common Stock, par value $1.00 per share
(the "Shares"), of Paramount Communications Inc., a Delaware
corporation, or such greater number of Shares as equals 50.1%
of the Shares outstanding plus the number of Shares issuable
upon the exercise of the then exercisable stock options, as of
the expiration of the Offer, and the associated Common Stock
Purchase Rights (the "Rights").
This will instruct you to tender to QVC the number of
Shares and Rights indicated below (or, if no number is indi-
cated below, all Shares and Rights) which are held by you for
the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer.
+---------------------------------------------------------+
| Number of Shares to Be Tendered* _________ Shares |
| Number of Rights to Be Tendered* _________ Rights |
| |
| Date: _________________________ |
| _______________ |
| * Holders of Shares are required to tender one Right |
| for each Share tendered in order to effect a valid |
| tender of such Share. If the Distribution Date (as |
| defined in the Offer to Purchase) occurs and certifi- |
| cates representing Rights ("Rights Certificates") |
| have been distributed by Paramount to holders of |
| Shares prior to the time a holder's Shares are ten- |
| dered pursuant to the Offer, such holders will be |
| required to validly tender Rights Certificates repre- |
| senting a number of Rights equal to the number of |
| Shares being tendered in order to effect a valid ten- |
| der of such Shares. If the Distribution Date does |
| not occur prior to the Expiration Date (as defined |
| in the Third Supplement), a tender of Shares will |
| also constitute a tender of the associated Rights and |
| only the line with respect to "Number of Shares to |
| Be Tendered" should be filled in. See Section 3 of |
| the Offer to Purchase. Unless otherwise indicated, |
| it will be assumed that all Shares and Rights held by |
| us for your account are to be tendered. |
+---------------------------------------------------------+
<PAGE>
<PAGE>
+---------------------------------------------------------+
| SIGN HERE |
| |
| Signature(s) _____________________________________ |
| |
| (Print Name(s)) __________________________________ |
| |
| (Print Address(es)) ______________________________ |
| |
| (Area Code and Telephone Number(s)) ______________ |
| |
| (Taxpayer Identification or |
| Social Security Number(s)) _____________________ |
+---------------------------------------------------------+
<PAGE>
QVC NETWORK, INC.
Has Increased the Price of
Its Offer to Purchase for Cash
61,657,432 Shares of Common Stock
(Including the Associated Common Stock Purchase Rights)
of
PARAMOUNT COMMUNICATIONS INC.
to
$104 Net Per Share
+-------------------------------------------------------------+
| THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL |
| EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, |
| ON MONDAY, FEBRUARY 14, 1994, |
| UNLESS THE OFFER IS EXTENDED. |
+-------------------------------------------------------------+
February 1, 1994
To Participants in the Dividend Reinvestment Plan of Paramount
Communications Inc.:
Enclosed for your consideration are the Third Supplement,
dated February 1, 1994 (the "Third Supplement"), to the Offer
to Purchase, dated October 27, 1993 (the "Offer to Purchase"),
as amended and supplemented by the Second Supplement thereto,
dated December 23, 1993 (the "Second Supplement") and the Sup-
plement thereto, dated November 12, 1993 (the "First Supple-
ment" and, together with the Second Supplement and the Third
Supplement, the "Supplements") and a third revised (blue) Let-
ter of Transmittal (which, together with the Offer to Purchase,
the Supplements, the amendments thereto and the related Letters
of Transmittal, constitute the "Offer"), relating to the offer
by QVC Network, Inc., a Delaware corporation ("QVC"), to pur-
chase 61,657,432 shares of Common Stock, par value $1.00 per
share (the "Shares"), of Paramount Communications Inc., a
Delaware corporation ("Paramount"), or such greater number as
equals 50.1% of the Shares outstanding plus the number of
Shares issuable upon the exercise of the then exercisable stock
options, as of the expiration of the Offer, and the associated
Common Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of September 7, 1988, between
Paramount and Chemical Bank, as Rights Agent, as amended (the
"Rights Agreement"), at a price of $104 per Share (and asso-
ciated Right), net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, the Supplements, the amendments
thereto and the related Letters of Transmittal. Holders of
Shares will be required to tender one Right for each Share ten-
dered in order to effect a valid tender of such Share. If the
Distribution Date (as defined in the Offer to Purchase) does
not occur prior to the Expiration Date (as defined in the Third
<PAGE>
<PAGE>
Supplement), a tender of Shares will constitute a tender of the
associated Rights. If the Distribution Date occurs and the
certificates representing Rights ("Rights Certificates") are
distributed by Paramount to holders of shares prior to the time
a holder's Shares are tendered pursuant to the Offer, in order
for Rights (and the corresponding Shares) to be validly ten-
dered, Rights Certificates representing a number of Rights
equal to the number of Shares tendered must be delivered to the
Depositary (as defined herein) or, if available, a Book-Entry
Confirmation (as defined in the Offer to Purchase) must be re-
ceived by the Depositary with respect thereto. If the Distri-
bution Date occurs and Rights Certificates are not distributed
prior to the time Shares are tendered pursuant to the Offer,
Rights may be tendered prior to a stockholder receiving Rights
Certificates by use of the guaranteed delivery procedure de-
scribed in Section 3 of the Offer to Purchase. In any case, a
tender of Shares constitutes an agreement by the tendering
stockholder to deliver Rights Certificates representing a num-
ber of Rights equal to the number of Shares tendered pursuant
to the Offer to the Depositary within five business days after
the date Rights Certificates are distributed. QVC reserves the
right to require that the Depositary receive Rights Certifi-
cates, or a Book-Entry Confirmation, if available, with respect
to such Rights, prior to accepting the related Shares for pay-
ment pursuant to the Offer if the Distribution Date occurs
prior to the Expiration Date. Holders of Shares and Rights
whose certificates for such Shares (the "Share Certificates")
or, if applicable, Rights Certificates, are not immediately
available (including, if the Distribution Date has occurred,
because Rights Certificates have not yet been distributed), or
who cannot deliver their Share Certificates or, if applicable,
their Rights Certificates, and all other required documents to
the Depositary on or prior to the Expiration Date, or who can-
not complete the procedures for book-entry transfer on a timely
basis, must tender their Shares and Rights according to the
guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase. Unless the context otherwise requires, all
references to Shares shall include the Rights, and all refer-
ences to the Rights shall include all benefits that may inure
to holders of Rights pursuant to the Rights Agreement.
-2-
<PAGE>
<PAGE>
Our nominee is the holder of record of Shares held for
your account as a participant in Paramount's Dividend Reinvest-
ment Plan (the "Plan"). A tender of such Shares (and associ-
ated Rights) can be made only by us through our nominee as the
holder of record and pursuant to your instructions. The Letter
of Transmittal is furnished to you for your information only
and cannot be used by you to tender Shares (and associated
Rights) held in your Plan account.
We request instructions as to whether you wish to have us
instruct our nominee to tender on your behalf any or all of the
Shares (and associated Rights) held in your Plan account, upon
the terms and subject to the conditions set forth in the Offer.
Please note the following:
1. The tender price is $104 per Share, including the
associated Right, net to you in cash, without interest
thereon, upon the terms and subject to the conditions set
forth in the Offer.
2. The Offer is being made for 61,657,432 Shares, or
such greater number as equals 50.1% of the Shares out-
standing plus the number of Shares issuable upon the exer-
cise of the then exercisable stock options, as of the ex-
piration of the Offer.
3. The Offer is conditioned upon, among other
things, at least 61,657,432 Shares or, such greater number
of Shares as equals 50.1% of the Shares outstanding plus
the number of Shares issuable upon the exercise of the
then exercisable stock options, as of the expiration of
the Offer, being validly tendered and not withdrawn prior
to the expiration of the Offer. The Offer is also subject
to other terms contained in the Offer to Purchase, the
First Supplement, the Second Supplement and the Third Sup-
plement. See Section 1 of the Offer to Purchase and the
Introduction and Section 2 of the Third Supplement.
4. Tendering stockholders will not be obligated to
pay brokerage fees or commissions or, except as otherwise
provided in Instruction 6 of the Letter of Transmittal,
stock transfer taxes on the purchase of Shares or Rights
by QVC pursuant to the Offer.
5. The Offer, proration period and withdrawal rights
will expire at 12:00 midnight, New York City time, on
Monday, February 14, 1994, unless the Offer is extended.
-3-
<PAGE>
<PAGE>
6. Payment for Shares purchased pursuant to the
Offer will in all cases be made only after timely receipt
by IBJ Schroder Bank & Trust Company (the "Depositary") of
(a) Share Certificates and, if applicable, Rights Certifi-
cates or timely confirmation of the book-entry transfer of
such Shares and, if applicable, Rights into the account
maintained by the Depositary at The Depository Trust Com-
pany, Midwest Securities Trust Company or Philadelphia
Depository Trust Company (collectively, the "Book-Entry
Transfer Facilities"), pursuant to the procedures set
forth in Section 3 of the Offer to Purchase, (b) a Letter
of Transmittal (or a facsimile thereof), properly com-
pleted and duly executed, with any required signature
guarantees or an Agent's Message (as defined in the Offer
to Purchase), in connection with a book-entry delivery,
and (c) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all
tendering stockholders at the same time depending upon
when certificates for or confirmations of book-entry
transfer of such Shares (or Rights, if available) into the
Depositary's account at a Book-Entry Transfer Facility are
actually received by the Depositary.
If you wish to have us tender any or all of the Shares
(and associated Rights) held in your Plan account, please so
instruct us by completing, executing and returning to us the
instruction form contained in this letter and the Substitute
Form W-9 by 5:00 p.m., New York City time, on Friday, February
11, 1994, unless the Offer is extended. If you authorize the
tender of such Shares (and associated Rights), all such Shares
(and associated Rights) will be tendered unless otherwise
specified in your instructions. An envelope in which to return
your instructions to us is enclosed. Your authorization should
be forwarded to us in ample time to permit us to instruct our
nominee to submit a tender on your behalf prior to the
expiration of the Offer.
The Offer is not being made to (nor will tenders be ac-
cepted from or on behalf of) holders of Shares or Rights resid-
ing in any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the securi-
ties, blue sky or other laws of such jurisdiction. However,
QVC may, in its discretion, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the
Offer to holders of Shares in such jurisdiction. QVC will
apply to the securities regulatory authorities in Canada for
relief from various requirements of securities legislation and
policies in the Canadian provinces. If such relief is not
granted in a province, the Offer will be deemed not to have
-4-
<PAGE>
<PAGE>
been made to holders of Shares in such province nor will ten-
ders be accepted from or on behalf of such holders.
In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or
dealer, the Offer is being made on behalf of QVC by Allen &
Company Incorporated, the Dealer Manager for the Offer, or one
or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
Very truly yours,
CHEMICAL BANK
Plan Administrator
-5-
<PAGE>
<PAGE>
{#HPlpr17L-P}
PAYOR'S NAME: CHEMICAL BANK
<TABLE>
<S><C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
| | | |
| | Part 1 -- PLEASE PROVIDE YOUR TIN | Social Security Number or |
| | IN THE BOX AT RIGHT AND CERTIFY | Employee ID Number |
| | BY SIGNING AND DATING BELOW | |
| | | ------------------------ |
| | ----------------------------------|-------------------------------------------|
| SUBSTITUTE | Part 2 -- Certificates -- Under penalties of perjury, I certify that: |
| Form W-9 | (1) The number shown on this form is my correct Taxpayer Identification |
| | Number (or I am waiting for a number to be issued to me and |
| | I have checked the box in part 3 below) and |
| Department of the Treasury | (2) I am not subject to backup withholding because: (a) I am exempt from |
| Internal Revenue Service | backup withholding, or (b) I have not been notified by the Internal |
| | Revenue Service (the "IRS") that I am subject to backup withholding as |
| | a result of a failure to report all interest or dividends, or (c) the |
| | IRS has notified me that I am no longer subject to backup withholding. |
| | |
| Payer's Request for Taxpayer | Certification Instructions -- You must cross out item (2) above if you |
| Identification Number ("TIN") | have been notified by the IRS that you are currently subject to backup |
| | withholding because of underreporting interest or dividends on your |
| | tax return. However, if after being notified by the IRS that you were |
| | subject to backup withholding you received another notification from |
| | the IRS that you are no longer subject to backup withholding, do not |
| | cross out such Item (2). |
| | ------------------------------------------------------------------------------|
| | | |
| | Signature Date | Part 3-- |
| | | Awaiting TIN [] |
---------------------------------------|--------------------------------------------------------|-----------------------|
</TABLE>
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT
TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
<PAGE>
<PAGE>
----------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBE
I certify under penalties of perjury that a taxpayer
identification number has not been issued to me, and
either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social
Security Administration Office, or (2) I intend to mail
or deliver an application in the near future. I
understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all
reportable payments made to me will be withheld, but that
such amounts will be refunded to me if I then provide
a Taxpayer Identification Number within sixty (60) days.
|
Signature ------------------ Date --------------
-----------------------------------------------------------
{*HPcour10-P}
<PAGE>
<PAGE>
Instructions with Respect to
the Offer to Purchase for Cash
61,657,432 Shares of Common Stock
(Including the Associated Common Stock Purchase Rights)
of
PARAMOUNT COMMUNICATIONS INC.
The undersigned acknowledge(s) receipt of your letter and
the enclosed Third Supplement, dated February 1, 1994 (the
"Third Supplement"), to the Offer to Purchase, dated Octo-
ber 27, 1993 (the "Offer to Purchase"), as supplemented and
amended by the Supplement thereto, dated November 12, 1993, the
Second Supplement thereto, dated December 23, 1993, and the
amendments thereto, and the related third revised (blue) Letter
of Transmittal (such documents, together with any amendment
thereto and the related Letters of Transmittal, constitute the
"Offer"), in connection with the offer by QVC Network, Inc., a
Delaware corporation ("QVC"), to purchase 61,657,432 shares of
Common Stock, par value $1.00 per share (the "Shares"), of
Paramount Communications Inc., a Delaware corporation
("Paramount"), or such greater number of Shares as equals 50.1%
of the Shares outstanding plus the number of Shares issuable
upon the exercise of the then exercisable stock options, as of
the expiration of the Offer, and the associated Common Stock
Purchase Rights (the "Rights") issued pursuant to the Rights
Agreement, dated as of September 7, 1988, between Paramount and
Chemical Bank, as Rights Agent, as amended. The undersigned
understand(s) that the Offer applies to Shares allocated to the
account of the undersigned in Paramount's Dividend Reinvestment
Plan (the "Plan").
This will instruct you as Dividend Reinvestment Agent, to
instruct your nominee to tender to QVC the number of Shares
(and associated Rights) indicated below (or, if no number is
indicated below, all Shares and associated Rights) that are
held for the Plan account of the undersigned, upon the terms
and subject to the conditions set forth in the Offer.
NUMBER OF SHARES
TO BE TENDERED: SIGN HERE
____________________ ________________________________
SHARES*
________________________________
_______________
* Unless otherwise indicated, it will be assumed that all
Shares in your Plan account are to be tendered. Pursuant
to the Offer, you are required to tender one Right for
each Share tendered. Therefore, a number of Rights equal
to the number of Shares tendered will be also tendered.
<PAGE>
<PAGE>
<PAGE>
<PAGE>
Signature(s)
_______________________________
Dated: , 199
_______________________________
Please type or print name(s)
_______________________________
_______________________________
Please type or print address
_______________________________
Area Code and Telephone Number
_______________________________
Taxpayer Identification or
Social Security Number
<PAGE>
Exhibit (a)(73)
[NEWS FROM QVC]
For Immediate Release
West Chester, PA (February 1, 1994) -- (NASDAQ: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. to 12:00 midnight, New York City time on
Monday, February 14, 1994. As of 12:00 midnight, New York City
time, on Monday January 31, 1994, approximately 19,037,288
shares of Paramount common stock had been tendered in the
offer.
# # #
Contacts
Press: Investors:
Michael Rourke of QVC William F. Costello of QVC
(212) 371-5999 (215) 430-8938
Donald Van de Mark of QVC Diana Brainerd of
(215) 429-5666 Abernathy/MacGregor/Scanlon
(212) 371-5999
<PAGE>
