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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 21, 1994
PARAMOUNT COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5404 74-1330475
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
15 Columbus Circle 10023-7780
New York, New York
(Address of principle executive offices) (Zip code)
Registrant's telephone number, including area code (212) 373-8000
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Item 5. Other Events
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On January 21, 1994, Paramount Communications Inc.
("Paramount") terminated the Agreement and Plan of Merger (the
"QVC Merger Agreement") with QVC Network, Inc. ("QVC"). In
addition, pursuant to the QVC Merger Agreement, the Exemption
Agreement with QVC (the "QVC Exemption Agreement") became
effective on January 21, 1994. The QVC Exemption Agreement
provides for the amendment of the Rights Agreement relating to
Paramount's Common Stock Purchase Rights and the taking of
appropriate action so that restrictions on business combinations
contained in Article XI of Paramount's Restated Certificate of
Incorporation and Section 203 of the Delaware General Corporation
Law shall not apply to the consummation of the pending tender
offer by QVC for Paramount Common Stock (the "QVC Offer") if the
minimum condition with respect to the QVC Offer, among other
conditions, is satisfied. The QVC Exemption Agreement will
thereby allow Paramount stockholders, if they so choose, to have
their shares of Paramount Common Stock ("Shares") accepted for
payment pursuant to the QVC Offer.
On January 21, 1994, Paramount and Viacom Inc.
("Viacom") entered into an Agreement and Plan of Merger which
sets forth, among other things, (i) the revised terms of the
Viacom tender offer (as so revised, the "Revised Viacom Offer"),
which terms had provided for the purchase of 50.1% of the
outstanding Shares plus the Shares issuable upon the exercise of
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the then exercisable stock options, as of the expiration of the
offer, at a price of $105 per Share, and which now provide for
the purchase of such Shares at a price of $107 per Share and (ii)
the revised terms of the second-step merger to be effected in the
event the Revised Viacom Offer is consummated, which terms had
provided for the exchange of (A) 0.93065 shares of Viacom Class B
Common Stock and (B) 0.30408 shares of Viacom Merger Preferred
Stock for each remaining Share and which now provide for the
exchange of (1) 0.93065 shares of Viacom Class B Common Stock,
(2) 0.30408 shares of Viacom Merger Preferred Stock, (3) 0.93065
Contingent Value Rights and (4) 0.5 Warrants to purchase Viacom
Class B Common Stock for each remaining Share.
A copy of the press release of Paramount, dated
January 21, 1994, relating to the above-described transactions is
attached hereto as Exhibit 99 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
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(b) Exhibits.
99 - Press Release of Paramount dated January 21, 1994
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
PARAMOUNT COMMUNICATIONS INC.
By:Donald Oresman
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Donald Oresman
Executive Vice President
January 28, 1994
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INDEX TO DOCUMENTS
Exhibit
Number
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99 - Press Release of Paramount dated
January 21, 1994
EXHIBIT 99
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Paramount Communications Inc.
15 Columbus Circle
New York, New York 10023-7780 NEWS
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212-373-8000
Fax 212 373-8558
FOR IMMEDIATE RELEASE January 21, 1994
NEW YORK, Jan. 21 -- Paramount Communications Inc. (NYSE:PCI)
announced today that its Board of Directors has unanimously
recommended that Paramount's stockholders accept the revised
tender offer by Viacom Inc. and tender their shares pursuant to
that offer. Paramount also announced that, under the terms of
the bidding procedures initiated by the Board, the Company will
enter into a previously negotiated merger agreement with Viacom,
which will reflect the financial terms of the revised Viacom
proposal. Paramount also said that it will withdraw its
recommendation of the QVC offer and will terminate its existing
merger agreement with QVC. As is also the case with Viacom, QVC
continues to be bound by bidding procedures established by the
Paramount Board.
Martin S. Davis, chairman and chief executive officer of
Paramount Communications, said, "the Board determined, following
an analysis from its financial and legal advisors, that the
aggregate consideration offered in the Viacom offer and its
second step merger, taken together, represent the best value
available to Paramount stockholders at this time."
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Mr. Davis further stated that, "the Board is committed to
obtaining the best value for stockholders and, as contemplated by
the bidding procedures, is prepared to revisit today's
recommendation if further bids are received. The bidding
procedures," he added, "have from the beginning functioned fairly
and smoothly and have resulted in material improvements in value
for the Paramount stockholders. Consistent with that objective,
the procedures will continue to enable bidders to increase
existing bids through the end of the bidding process on
February 1."
Mr. Davis emphasized that "the bidding procedures ensure
that the decision of Paramount's stockholders in tendering their
shares to either Viacom or QVC will ultimately determine the
winning bidder."
* * *
Contact: Jerry Sherman Jeffrey Z. Taufield
Paramount Communications Inc. Kekst and Company
(212) 373-8725 (212) 593-2655
Carl D. Folta
Paramount Communications Inc.
(212) 373-8530
