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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
Paramount Communications Inc.
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(Exact name of registrant as specified in its charter)
Delaware 74-1330475
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
15 Columbus Circle, New York, New York 10023-7780
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered
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On December 22, 1993, the Company and QVC Network, Inc.
("QVC") entered into an Agreement and Plan of Merger, dated as of
December 22, 1993 (as the same may be amended from time to time,
the "QVC Merger Agreement"). The QVC Merger Agreement provides,
among other things, for the business combination of the Company
and QVC through a first-step cash tender offer by QVC (the "QVC
Offer") for 50.1% of the outstanding shares of the common stock
(the "Common Stock") of the Company followed by a second-step
merger of the two companies, while preserving the ability to
proceed with a single-step merger of the two companies. The
second-step merger and the single-step merger shall be referred
to herein as the "QVC Merger".
Immediately prior to entering into the QVC Merger
Agreement, the Company terminated the Amended and Restated
Agreement and Plan of Merger, dated as of October 24, 1993,
between the Company and Viacom Inc. ("Viacom"), as amended, which
amended and restated the Agreement and Plan of Merger, dated as
of September 12, 1993, between the Company and Viacom.
In connection with the QVC Merger Agreement, the
Company and QVC entered into an Exemption Agreement (as the same
may be amended from time to time, the "QVC Exemption Agreement"),
pursuant to which, at such time as the QVC Exemption Agreement is
operative, the Company is, among other things, required, under
certain circumstances, to amend the Rights Agreement (as defined
below), so that the consummation of the QVC Offer, as amended and
supplemented, shall not cause the rights issued under the Rights
Agreement (the "Rights") to become exercisable, if QVC has
complied with the agreements and covenants contained in the QVC
Exemption Agreement.
The Company and Viacom entered into an Exemption
Agreement, dated as of December 22, 1993 (as the same may be
amended from time to time, the "Viacom Exemption Agreement"),
pursuant to which the Company is, among other things, required,
under certain circumstances, to amend the Rights Agreement so
that the consummation of Viacom's currently outstanding tender
offer for 51% of the outstanding shares of Common Stock of the
Company, as amended and supplemented, shall not cause the Rights
to become exercisable, if Viacom has complied with the agreements
and covenants contained in the Viacom Exemption Agreement.
In light of the foregoing and in connection with the
QVC Merger Agreement, the Company executed Amendment No. 5 (the
"Rights Amendment") to the Rights Agreement, dated as of
September 7, 1988, with Chemical Bank (formerly known as
Manufacturers Hanover Trust Company), as Rights Agent (as amended
by Amendments No. 1, No. 2, No. 3 and No. 4 thereto, the "Rights
Agreement").
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The Rights Amendment provides that QVC will not become
an "Acquiring Person" and that no "Triggering Event", "Stock
Acquisition Date" or "Distribution Date" (as such terms are
defined in the Rights Agreement, as amended by the Rights Amendment)
will occur as a result of: (i) the approval, execution or delivery
of the QVC Merger Agreement or the QVC Exemption Agreement, whether
or not such QVC Exemption Agreement is operative pursuant to the
terms of the QVC Merger Agreement, or (ii) the consummation of the
Merger, as defined in the QVC Merger Agreement, provided that no
shares of capital stock of the Company are acquired pursuant to the
Offer, as defined in the QVC Merger Agreement or the QVC Exemption
Agreement.
The Rights Amendment also provides that Viacom will not
become an "Acquiring Person" and that no "Triggering Event",
"Stock Acquisition Date" or "Distribution Date" (as such terms
are defined in the Rights Agreement, as amended by the Rights
Amendment) will occur as a result of: (a) the approval, execution
or delivery of the Viacom Exemption Agreement or (b) the
continuation of the Offer, as defined in the Viacom Exemption
Agreement, provided that no shares of capital stock of the
Company are acquired pursuant to the Offer, as defined in the
Viacom Exemption Agreement;
In addition, the Rights Amendment provides that the
Rights will expire immediately prior to the consummation of the
QVC Merger. A summary of the Rights as amended follows.
Summary of Rights
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On September 7, 1988, the Board of Directors of the
Company declared a dividend distribution of one Common Stock
Purchase Right for each outstanding share of Common Stock of the
Company. The distribution was paid as of September 19, 1988 to
shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one share of
Common Stock at a Purchase Price of $200 per share. The Board of
Directors has also authorized the issuance of one Right (subject
to adjustment) with respect to each share of Common Stock that
becomes outstanding between September 18, 1988 and the
Distribution Date (as defined below).
Until the close of business on the Distribution Date
(which date shall not be deemed to have occurred solely by reason
of: (w) the approval, execution or delivery of the QVC Merger
Agreement or the QVC Exemption Agreement, whether or not such QVC
Exemption Agreement is operative pursuant to the terms of the QVC
Merger Agreement, (x) the consummation of the Merger, as defined
in the QVC Merger Agreement, provided that no shares of capital
stock of the Company are acquired pursuant to the Offer, as
defined in the QVC Merger Agreement or the QVC Exemption
Agreement, (y) the approval, execution or delivery of the Viacom
Exemption Agreement, or (z) the continuation of the Offer, as
defined in the Viacom Exemption Agreement, provided that no
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shares of capital stock of the Company are acquired pursuant to
the Offer, as defined in the Viacom Exemption Agreement), which
will occur on the earlier of (i) the tenth day following a public
announcement that a person or group of affiliated or associated
persons ("Acquiring Person" (which term shall not include QVC,
Viacom or any of their subsidiaries, as the case may be, which
would otherwise become Acquiring Persons solely by reason of: (w)
the approval, execution or delivery of the QVC Merger Agreement
or the QVC Exemption Agreement, whether or not such QVC Exemption
Agreement is operative pursuant to the terms of the QVC Merger
Agreement, (x) the consummation of the Merger, as defined in the
QVC Merger Agreement, provided that no shares of capital stock of
the Company are acquired pursuant to the Offer, as defined in the
QVC Merger Agreement or the QVC Exemption Agreement, (y) the
approval, execution or delivery of the Viacom Exemption Agreement,
or (z) the continuation of the Offer, as defined in the Viacom
Exemption Agreement, provided that no shares of capital stock of
the Company are acquired pursuant to the Offer, as defined in the
Viacom Exemption Agreement)) has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding
Common Stock of the Company (the "Stock Acquisition Date" (which
date shall not be deemed to have occurred solely by reason of:
(w) the approval, execution or delivery of the QVC Merger
Agreement or the QVC Exemption Agreement, whether or not such
QVC Exemption Agreement is operative pursuant to the terms of
the QVC Merger Agreement, (x) the consummation of the Merger,
as defined in the QVC Merger Agreement, provided that no shares
of capital stock of the Company are acquired pursuant to the
Offer, as defined in the QVC Merger Agreement or the QVC
Exemption Agreement, (y) the approval, execution or delivery of
the Viacom Exemption Agreement, or (z) the continuation of the
Offer, as defined in the Viacom Exemption Agreement, provided
that no shares of capital stock of the Company are acquired
pursuant to the Offer, as defined in the Viacom Exemption
Agreement)) or (ii) a date fixed by the Board of Directors of
the Company after the commencement of a tender offer or exchange
offer which would result in the ownership of 30% or more of the
outstanding Common Stock, the Rights will be represented by and
transferred with, and only with, the Common Stock. Until the
Distribution Date, new certificates issued for Common Stock
after September 19, 1988 will contain a legend incorporating
the Rights Agreement, as amended by the Rights Amendment, by
reference, and the surrender for transfer of any of the Company's
Common Stock certificates will also constitute the transfer of the
Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date,
separate Right Certificates will be mailed to holders of record
of the Company's Common Stock as of the close of business on
the Distribution Date, and thereafter the separate certificates
alone will evidence the Rights.
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The Rights are not exercisable until the Distribution
Date. The Rights will expire at the earliest of (i) the close of
business on September 30, 1998, (ii) the time at which the Rights
are redeemed by the Company as described below and (iii)
immediately prior to the Effective Time (as defined in the QVC
Merger Agreement).
The Purchase Price payable, and the number of shares of
Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of the Common
Stock, (ii) upon the grant to holders of the Common Stock of
certain rights or warrants to subscribe for Common Stock or
convertible securities at less than the current market price of
the Common Stock or (iii) upon the distribution to holders of the
Common Stock of evidences of indebtedness or assets (excluding
regular cash dividends and dividends payable in Common Stock) or
of subscription rights or warrants (other than those referred to
above).
Unless the Rights are earlier redeemed, in the event
that, after the Stock Acquisition Date, the Company were to be
acquired in a merger or other business combination (in which any
shares of the Company's Common Stock are changed into or
exchanged for other securities or assets) (not including the
Viacom Merger or the QVC Merger) or more than 50% of the assets
or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of
related transactions, the Rights Agreement, as amended by the
Rights Amendment, provides that proper provision shall be made
so that each holder of record of a Right will from and after
such date have the right to receive, upon payment of the Purchase
Price, that number of shares of common stock of the acquiring
company having a market value at the time of such transaction
equal to two times the Purchase Price.
In the event that any Person becomes an Acquiring
Person, each holder of a Right, other than the Acquiring Person,
will have the right to receive, upon payment of the Purchase
Price, a number of shares of Common Stock having a market value
equal to twice the Purchase Price. To the extent that
insufficient shares of Common Stock are available for the
exercise in full of the Rights, holders of Rights will receive
upon exercise shares of Common Stock to the extent available and
then cash, property or other securities of the Company (which may
be accompanied by a reduction in the Purchase Price), in
proportions determined by the Company, so that the aggregate
value received is equal to twice the Purchase Price. Rights are
not exercisable following the Stock Acquisition Date until the
expiration of the period during which the Rights may be redeemed
as described below. Notwithstanding the foregoing, following the
Stock Acquisition Date, Rights that are (and, under certain
circumstances, Rights that were) beneficially owned by an
Acquiring Person will be null and void.
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No fractional shares of Common Stock or other Company
securities will be issued upon exercise of the Rights and, in
lieu thereof, a payment in cash will be made to the holder of
such Rights equal to the same fraction of the current market
value of a share of Common Stock or other Company securities.
At any time until ten days following the Stock
Acquisition Date (subject to extension by the Board of
Directors), the Board of Directors may cause the Company to
redeem the Rights in whole, but not in part, at a price of $.01
per Right, subject to adjustment (the "Redemption Price").
Immediately upon the action of the Board of Directors authorizing
redemption of the Rights, the right to exercise the Rights will
terminate, and the holders of Rights will only be entitled to
receive the Redemption Price without any interest thereon.
For as long as the Rights are then redeemable, the
Company may, except with respect to the Redemption Price or the
final date of expiration of the Rights, amend the Rights in any
manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not
then redeemable, the Company may amend the Rights in any manner
that does not adversely affect the interests of holders of the
Rights as such.
Until a Right is exercised, the holder, as such, will
have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement, as amended by the Rights
Amendment, has been filed as an Exhibit to the Company's Registration
Statement on Form 8-A, as amended. This summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, as amended by the
Rights Amendment, which is incorporated in this summary description
by reference.
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Item 2. Exhibits
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1. Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank (formerly
known as Manufacturers Hanover Trust Company), as
Rights Agent. The Rights Agreement includes as
Exhibit A the form of Right Certificate. Pursuant
to the Rights Agreement, Right Certificates will
not be distributed until after the Distribution
Date (as defined therein).
2. Amendment No. 1, dated as of June 6, 1989, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.
3. Amendment No. 2, dated as of September 12, 1993,
to Rights Agreement, dated as of September 7,
1988, between the Company and Chemical Bank, as
Rights Agent.
4. Amendment No. 3, dated as of October 24, 1993, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.
5. Amendment No. 4, dated as of November 6, 1993, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.
6. Amendment No. 5, dated as of December 22, 1993, to
Rights Agreement, dated as of September 7, 1988,
between the Company and Chemical Bank, as Rights
Agent.*
____________________________
*Filed herewith
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
PARAMOUNT COMMUNICATIONS INC.
By: Donald Oresman
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Name: Donald Oresman
Title: Executive Vice
President
January 5, 1994
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EXHIBIT INDEX
Exhibit No. Description
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1 Rights Agreement, dated as of September 7,
1988, between the Company and Chemical Bank
(formerly known as Manufacturers Hanover
Trust Company), as Rights Agent. The Rights
Agreement includes as Exhibit A the form of
Right Certificate. Pursuant to the Rights
Agreement, Right Certificates will not be
distributed until after the Distribution Date
(as defined therein).
2 Amendment No. 1, dated as of June 6, 1989, to
Rights Agreement, dated as of September 7,
1988, between the Company and Chemical Bank,
as Rights Agent.
3 Amendment No. 2, dated as of September 12,
1993, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.
4 Amendment No. 3, dated as of October 24,
1993, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.
5 Amendment No. 4, dated as of November 6,
1993, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.
6 Amendment No. 5, dated as of December 22,
1993, to Rights Agreement, dated as of
September 7, 1988, between the Company and
Chemical Bank, as Rights Agent.*
____________________________
*Filed herewith
EXHIBIT 6
AMENDMENT NO. 5 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 5, dated as of December 22, 1993, is
between PARAMOUNT COMMUNICATIONS INC., a Delaware corporation
(the "Company"), and CHEMICAL BANK (as successor to Manufacturers
Hanover Trust Company) (the "Rights Agent").
Recitals
A. The Company and the Rights Agent are parties to a
Rights Agreement dated as of September 7, 1988, as amended (the
"Rights Agreement").
B. Pursuant to Section 26 of the Rights Agreement,
the Company and the Rights Agent desire to amend the Rights
Agreement as set forth below.
Accordingly, the Rights Agreement is hereby amended as
follows:
1. Amendment of Section 1(o). Section 1(o) of the
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Rights Agreement is amended to read in its entirety as
follows:
"(o) 'Exempt Person' shall mean (i) the Company,
any Subsidiary of the Company, any employee benefit
plan or employee stock plan of the Company, or of any
Subsidiary of the Company, or any person or entity
organized, appointed, established or holding Common
Stock for or pursuant to the terms of any such plan;
(ii) QVC Network, Inc., a Delaware corporation ("QVC"),
and any Affiliate of QVC, so long as neither QVC nor
any Affiliate of QVC is the Beneficial Owner of any
capital stock of the Company other than capital stock
of the Company of which QVC or any Subsidiary of QVC is
the Beneficial Owner solely by reason of either or both
of (A) the Agreement and Plan of Merger (as the same
may be amended from time to time, the "QVC Merger
Agreement"), dated as of December 22, 1993, between QVC
and the Company, and (B) at such time as the QVC
Exemption Agreement (defined below) shall become
operative pursuant to the terms of the QVC Merger
Agreement, the Exemption Agreement (as the same may be
amended from time to time, the "QVC Exemption
Agreement"), dated as of December 22, 1993, between QVC
and the Company, provided that, in the case of each of
(A) and (B), no shares of capital stock of the Company
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2
are acquired pursuant to the Offer, as defined in the
QVC Merger Agreement or the QVC Exemption Agreement;
and (iii) Viacom Inc., a Delaware corporation
("Viacom"), and any Affiliate of Viacom, so long as
neither Viacom nor any Affiliate of Viacom is the
Beneficial Owner of any capital stock of the Company
other than capital stock of the Company of which Viacom
or any Subsidiary of Viacom is the Beneficial Owner
solely by reason of the Exemption Agreement (as the
same may be amended from time to time, the "Viacom
Exemption Agreement"), dated as of December 22, 1993,
between Viacom and the Company, provided that no shares
of capital stock of the Company are acquired pursuant
to the Offer, as defined in the Viacom Exemption
Agreement.
Notwithstanding any provision of this Rights
Agreement to the contrary, no Distribution Date, Stock
Acquisition Date or Triggering Event shall be deemed to
have occurred, neither QVC nor any Affiliate of QVC
shall be deemed to have become an Acquiring Person and
no holder of Rights shall be entitled to exercise such
Rights under or be entitled to any rights pursuant to
Section 7(a), 11(a) or 13(a) of this Rights Agreement
solely by reason of (X) the approval, execution or
delivery of the QVC Merger Agreement or the QVC
Exemption Agreement, whether or not such QVC Exemption
Agreement is operative pursuant to the terms of the QVC
Merger Agreement, or (Y) the consummation of the
Merger, as defined in the QVC Merger Agreement,
provided that no shares of capital stock of the Company
are acquired pursuant to the Offer, as defined in the QVC
Merger Agreement or the QVC Exemption Agreement; provided
that in the event that QVC or any Affiliate of QVC becomes
the Beneficial Owner of any shares of Common Stock upon
the consummation of the Offer, as defined in the QVC
Merger Agreement or the QVC Exemption Agreement, or in
any other manner other than as set forth in subsection
1(o)(ii) above, the provisions of this sentence (other
than this proviso) shall not be applicable.
Notwithstanding any provision of this Rights
Agreement to the contrary, no Distribution Date, Stock
Acquisition Date or Triggering Event shall be deemed to
have occurred, neither Viacom nor any Affiliate of
Viacom shall be deemed to have become an Acquiring
Person and no holder of Rights shall be entitled to
exercise such Rights under or be entitled to any rights
pursuant to Section 7(a), 11(a) or 13(a) of this Rights
Agreement solely by reason of (I) the approval,
execution or delivery of the Viacom Exemption Agreement
or (II) the continuation of the Offer, as defined in
the Viacom Exemption Agreement, provided that no
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shares of capital stock of the Company are acquired
pursuant to the Offer, as defined in the Viacom Exemption
Agreement; provided that in the event that Viacom or any
Affiliate of Viacom becomes the Beneficial Owner of any
shares of Common Stock upon the consummation of the Offer,
as defined in the Viacom Exemption Agreement, or in any
other manner other than as set forth in subsection
1(o)(iii) above, the provisions of this sentence (other
than this proviso) shall not be applicable."
2. Amendment of Section 7(a). Section 7(a) of the
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Rights Agreement is amended by deleting clause (iii) thereof
in its entirety and substituting, in lieu thereof, a new
clause (iii) which shall be and read as follows:
"(iii) immediately prior to the Effective Time (as
defined in the QVC Merger Agreement)."
3. Effectiveness. This Amendment shall be deemed
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effective as of December 22, 1993 as if executed by both
parties on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
4. Miscellaneous. This Amendment shall be deemed to
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be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to
contracts to be made and performed entirely within such
state. This Amendment may be executed in any number of
counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected,
impaired or invalidated.
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EXECUTED as of the date set forth above.
Attest: PARAMOUNT COMMUNICATIONS INC.
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Name: Name:
Title: Title:
Attest: CHEMICAL BANK (as successor to
Manufacturers Hanover Trust
Company)
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Name: Name:
Title: Title:
