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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 38
TO
SCHEDULE 14D-9
(WITH RESPECT TO THE TENDER OFFER BY VIACOM INC.)
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PARAMOUNT COMMUNICATIONS INC.
(NAME OF SUBJECT COMPANY)
PARAMOUNT COMMUNICATIONS INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
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699216 10 7
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DONALD ORESMAN, ESQ.
PARAMOUNT COMMUNICATIONS INC.
15 COLUMBUS CIRCLE
NEW YORK, NEW YORK 10023-7780
(212) 373-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF
OF THE PERSON FILING STATEMENT)
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COPY TO:
JOEL S. HOFFMAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 455-2000
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<PAGE>
This Amendment No. 38 supplements and amends to the extent indicated herein
the Solicitation/Recommendation Statement on Schedule 14D-9 of Paramount
Communications Inc., as amended and restated on October 27, 1993 (as
supplemented and amended through the date hereof, the "Schedule 14D-9"),
initially filed with the Securities and Exchange Commission on October 25, 1993,
with respect to the Current Viacom Offer (as described herein and therein).
Capitalized terms used herein and not otherwise defined herein have the meanings
ascribed to such terms in the Schedule 14D-9.
ITEM 2. TENDER OFFER OF THE BIDDER
The response to Item 2 is hereby supplemented and amended as follows:
On February 13, 1994, Viacom issued a press release, a
copy of which is filed as Exhibit No. 116 to the Schedule
14D-9 and is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND
The response to Item 3(b) is hereby supplemented and amended as follows:
On February 11, 1994, QVC's attorneys delivered a letter to
Paramount, a copy of which is filed as Exhibit No. 117 to the Schedule
14D-9 and is incorporated herein by reference. On February 11, 1994,
Paramount delivered response letters to QVC's attorneys and Viacom,
copies of which are filed as Exhibit Nos. 118 and 119 to the
Schedule 14D-9 and are incorporated herein by reference. On February 11,
1994, QVC's attorneys delivered a response letter to Paramount, a copy
of which is filed as Exhibit No. 120 to the Schedule 14D-9 and is
incorporated herein by reference.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT
COMPANY
The responses to Items 7(a) and 7(b) are hereby supplemented and amended
as follows:
(a) On February 13, 1994, QVC issued a press release, a
copy of which is filed as Exhibit No. 121 to the Schedule
14D-9 and is incorporated herein by reference.
(b) The information set forth in Item 3(b) of this Amendment
No. 38 is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby supplemented and amended to add the
following:
Exhibit 116 - Press Release issued by Viacom on
February 13, 1994
Exhibit 117 - Letter from Wachtell, Lipton, Rosen & Katz to
Paramount dated February 11, 1994.
Exhibit 118 - Letter from Paramount to Wachtell, Lipton, Rosen
& Katz dated February 11, 1994.
Exhibit 119 - Letter from Paramount to Viacom dated
February 11, 1994.
Exhibit 120 - Letter from QVC's attorneys to Paramount
dated February 11, 1994
Exhibit 121 - Press Release issued by QVC on February 13, 1994.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
PARAMOUNT COMMUNICATIONS INC.
By DONALD ORESMAN
...................................
Name: Donald Oresman
Title: Executive Vice President
Dated: February 14, 1994
2
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
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1* Pages 5, 6 and 10-20 of Paramount's Proxy Statement dated
January 29, 1993 for its 1993 Annual Meeting of Stockholders.
2* Employment Agreement with Robert Greenberg, a senior vice
president of Paramount, dated as of April 5, 1993.
3* Amended and Restated Agreement and Plan of Merger, dated
as of October 24, 1993, between Paramount and Viacom.
4* Stock Option Agreement, dated as of September 12, 1993, as
amended on October 24, 1993, between Paramount and Viacom.
5* Voting Agreement, dated as of September 12, 1993, as amended
on October 24, 1993, between Paramount and Amusements.
6* Press Release issued on October 24, 1993.
7* Letter to Stockholders of Paramount dated October 25, 1993.
8* Press Release issued on November 6, 1993.
9* Letter to Stockholders of Paramount dated November 8, 1993
with respect to the Viacom Offer.
10* Amendment No. 1, dated as of November 6, 1993, to the Amended
and Restated Agreement and Plan of Merger, dated as of October
24, 1993, between Paramount and Viacom.
11* Letter to Stockholders of Paramount dated November 8, 1993
with respect to the QVC Offer.
12* Press Release issued by Viacom on November 12, 1993.
13* Press Release issued on November 15, 1993.
14* Letter to Stockholders of Paramount dated November 16, 1993
with respect to the QVC Offer.
15* Press Release issued by Viacom on November 19, 1993.
16* Press Release issued by QVC on November 20, 1993.
17* Press Release issued by Viacom on November 22, 1993.
18* Press Release issued by QVC on November 22, 1993.
19* Press Release issued by Viacom on November 23, 1993.
20* Press Release issued by QVC on November 23, 1993.
21* Press Release issued by Viacom on November 24, 1993.
22* Press Release issued by QVC on November 24, 1993.
23* Memorandum Opinion in QVC Network, Inc. v. Paramount Communications
Inc., et al., Civ. Action No. 13208 (Del. Ch. November 24, 1993).
24* Preliminary Injunction Order in QVC Network, Inc. v. Paramount
Communications Inc., et al., Civ. Action No. 13208 (Del. Ch.
November 24, 1993).
25* Press Release issued by Paramount on November 24, 1993.
26* Press Release issued by Viacom on November 24, 1993.
27* Press Release issued by Viacom on November 26, 1993.
28* Press Release issued by Viacom on November 29, 1993.
29* Order of the Delaware Supreme Court dated November 29, 1993.
30* Press Release issued by QVC on December 1, 1993.
31* Revised Memorandum Opinion in QVC Network, Inc. v. Paramount
Communications Inc., et al., Civ. Action No. 13208 (Del. Ch.
November 24, 1993).
32* Press Release issued by Viacom on December 9, 1993.
33* Press Release issued by Paramount on December 9, 1993.
34* Press Release issued by QVC on December 10, 1993.
35* Order in Paramount Communications Inc., et al. v. QVC Network,
Inc., Civ. Action No. 13208 (Del. December 9, 1993).
36* Press Release issued by QVC on December 9, 1993.
37* Letter from Richards, Layton & Finger to Vice Chancellor
Jack B. Jacobs of the Delaware Court of Chancery dated
December 10, 1993.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
- --------- ----------- ---------
38* Bidding Procedures of Paramount dated December 14, 1993.
39* Press Release issued by Paramount on December 14, 1993.
40* Letter to Stockholders of Paramount dated December 14,
1993 with respect to the Viacom Offer and the QVC Offer.
41* Press Release issued by Viacom on December 14, 1993.
42* Press Release issued by QVC on December 14, 1993.
43* Letter from Wachtell, Lipton, Rosen & Katz to Lazard
dated December 14, 1993.
44* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated December 15, 1993.
45* Press Release issued by Paramount on December 15, 1993.
46* Press Release issued by QVC on December 16, 1993.
47* Letter from the Delaware Chancery Court to Young, Conaway,
Stargatt & Taylor; Richards, Layton & Finger; Morris & Morris;
and Morris, Nichols, Arsht & Tunnell dated December 14, 1993.
48* Revised pages to the Memorandum Opinion in QVC Network,
Inc. v. Paramount Communications Inc., et al., Civ. Action
No. 13208 (Del. Ch. November 24, 1993).
49* Letter from Shearman & Sterling to Lazard dated December 15, 1993.
50* Letter from Simpson Thacher & Bartlett to Shearman & Sterling
dated December 16, 1993.
51* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated December 17, 1993.
52* Press Release issued by Paramount on December 20, 1993.
53* Press Release issued by Paramount on December 22, 1993.
54* Press Release issued by QVC on December 22, 1993.
55* Notice of Termination dated December 22, 1993 delivered by
Paramount to Viacom.
56* Exemption Agreement, dated as of December 22, 1993, between
Viacom and Paramount.
57* Letter to Stockholders of Paramount dated December 23, 1993
with respect to the Revised QVC Offer and the Viacom Offer.
58* Opinion of Lazard dated December 21, 1993.
59* Agreement and Plan of Merger, dated as of December 22, 1993,
between Paramount and QVC.
60* Voting Agreement dated December 22, 1993 among BellSouth
Corporation, Comcast Corporation, Cox Enterprises, Inc.,
Advance Publications, Inc. and Arrow Investments, L.P.
61* First Amendment, dated as of December 27, 1993, to Agreement
and Plan of Merger, dated as of December 22, 1993, between
Paramount and QVC.
62* Press Release issued by Viacom on January 7, 1994.
63* Press Release issued by Viacom on January 9, 1994.
64* Press Release issued by Paramount on January 7, 1994.
65* Press Release issued by QVC on January 7, 1994.
66* Press Release issued by QVC on January 10, 1994.
67* Letter from Wachtell, Lipton, Rosen & Katz to the Paramount
Board dated January 11, 1994.
68* Letter from Shearman & Sterling to the Paramount Board dated
January 12, 1994.
69* Letter from Paramount to Wachtell, Lipton, Rosen & Katz dated
January 13, 1994.
70* Press Release issued by Paramount on January 12, 1994.
71* Letter from Simpson Thacher & Bartlett to Shearman & Sterling
and Wachtell, Lipton, Rosen & Katz dated January 13, 1994.
72* Letter to Stockholders of Paramount dated January 13, 1994
with respect to the Current QVC Offer and the Revised Viacom Offer.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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73* Opinion of Lazard dated January 12, 1994.
74* Letter from Wachtell, Lipton, Rosen & Katz to Simpson
Thacher & Bartlett dated January 14, 1994.
75* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated January 18, 1994.
76* Letter from the Commission to Simpson Thacher & Bartlett
dated January 15, 1994.
77* Press Release issued by Viacom on January 18, 1994.
78* Press Release issued by Paramount on January 18, 1994.
79* Press Release issued by QVC on January 19, 1994.
80* Agreement and Plan of Merger, dated as of January 21, 1994,
between Paramount and Viacom.
81* Voting Agreement, dated as of January 21, 1994, between
Paramount and Amusements.
82* Press Release issued by Paramount on January 21, 1994.
83* Letter to Stockholders of Paramount dated January 24, 1994
with respect to the Current QVC Offer and the Revised
Viacom Offer.
84* Opinion of Lazard dated January 21, 1994.
85* Notice of Termination dated January 21, 1994 delivered by
Paramount to QVC.
86* Exemption Agreement, dated as of January 21, 1994, between
QVC and Paramount.
87* Letter from Viacom to Paramount dated January 19, 1994.
88* Letter from Wachtell, Lipton, Rosen & Katz to Simpson Thacher
& Bartlett dated January 20, 1994.
89* Letter from Shearman & Sterling to Paramount dated
January 21, 1994.
90* Letter from Wachtell, Lipton, Rosen & Katz to Simpson Thacher &
Bartlett dated January 24, 1994.
91* Letter from Paramount to Wachtell, Lipton, Rosen & Katz dated
January 24, 1994.
92* Letter from Shearman & Sterling to Paramount dated January 25, 1994.
93* Letter from Paramount to Shearman & Sterling dated January 25, 1994.
94* First Amendment, dated as of January 27, 1994, to Agreement and
Plan of Merger, dated as of January 21, 1994, between Viacom and
Paramount.
95* First Amendment, dated as of January 27, 1994, to Exemption
Agreement, dated as of December 22, 1993, between Viacom and
Paramount.
96* Letter from Simpson Thacher & Bartlett to Shearman & Sterling
and Wachtell, Lipton, Rosen & Katz dated January 27, 1994.
97* First Amendment, dated as of January 27, 1994, to Exemption
Agreement, dated as of January 21, 1994, between QVC and Paramount.
98* Form of Agreement and Plan of Merger between QVC and Paramount.
99* Press Release issued by Viacom on February 1, 1994.
100* Press Release issued by QVC on February 1, 1994.
101* Press Release issued by Viacom on February 1, 1994.
102* Press Release issued by Viacom on February 1, 1994.
103* Press Release issued by Paramount on February 1, 1994.
104* Press Release issued by QVC on February 1, 1994.
105* Amended and Restated Agreement and Plan of Merger, dated as of
February 4, 1994, between Paramount and Viacom.
106* Press Release issued by Paramount on February 4, 1994.
107* Letter to Stockholders of Paramount dated February 7, 1994
with respect to the Current QVC Offer and the Current Viacom Offer.
108* Opinion of Lazard dated February 4, 1994.
109* Form of Agreement and Plan of Merger between Paramount and QVC.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
- --------- ----------- ---------
110* Opinion in Paramount Communications Inc., et al. v. QVC
Network, Inc., Civ. Action No. 13208 (Del. February 4,
1994).
111* Letter from Viacom to the Paramount Board dated February
10, 1994.
112* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated February 11, 1994.
113* Press Release issued by Paramount on February 11, 1994.
114* Letter from Wachtell, Lipton, Rosen & Katz to Simpson
Thacher & Bartlett dated February 8, 1994.
115* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated February 10, 1994.
116 Press Release issued by Viacom on February 13, 1994.
117 Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated February 11, 1994.
118 Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated February 11, 1994.
119 Letter from Paramount to Viacom dated February 11, 1994.
120 Letter from QVC's attorneys to Paramount dated February 11, 1994.
121 Press Release issued by QVC on February 13, 1994.
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* Previously filed.
NEW YORK-- Feb. 13, 1994--Viacom Inc. issued the following statement:
With the unique and complimentary combination of the extraordinary
assets of Viacom, Paramount and Blockbuster, Viacom is at the first
stage of creating a global media powerhouse of unparalleled proportions
in the industry. The intellectual capacity, commitment and proven
management and creative capabilities of Viacom and its partners assure
the success of this vast new enterprise.
Notwithstanding QVC's rhetoric and its attempt to erroneously
denigrate the back-end protections provided by Viacom, the fact is that
at current prices, the back-end protection would have a value of at
least $12 per share. It hardly needs to be stated that the Viacom
offer on its face is clearly superior to that of QVC.
Viacom remains unequivocally committed to the interests of its
stockholders and the enhancement of their interest in Viacom. The
management of Viacom have confidently staked their own personal
economic lives on the fulfillment of this commitment.
CONTACT: Edelman Public Relations
Elliot Sloane, 914/741-0763 (home)
WACHTELL, LIPTON, ROSEN & KATZ
February 11, 1994
Donald Oresman, Esq.
Paramount Communications Inc.
15 Columbus Circle
New York, New York 10023
Dear Donald:
In response to your letter today, QVC has not violated the bidding
procedures and has no intention of doing so.
By their terms, the bidding procedures agreed to by Paramount, QVC and
Viacom expire at 9:00 a.m. on February 15, absent one of the events specified
in Section 2.01(a)(v) of the QVC-Paramount Exemption Agreement. For the
record, if neither QVC nor Viacom achieves 50.1% tenders by midnight,
February 14 (and absent an extension required under Section 2.01(a)(v)),
the bidding procedures terminate and there is no prohibition against QVC
revising its bid. We believe that both Viacom and Paramount are aware that
the agreements do not "prohibit the bidders from changing their bids," as
---
Mr. Davis erroneously stated in his letter to Paramount stockholders dated
February 7, 1994. We further believe that Paramount's public statements
to the contrary are misleading to the marketplace in the context of the
pending tender offers.
In addition, it has been reported to QVC that, at meetings with
analysts held yesterday, Viacom shared with those present material non-public
information regarding cost-savings and projections relating to the Viacom
transaction. According to these reports, Viacom also made various erroneous and
misleading statements regarding the bidding procedures, including a statement
that, if neither side receives 50.1%
<PAGE>
WACHTELL, LIPTON, ROSEN & KATZ
Donald Oresman
February 11, 1994
Page Two
tenders on February 14, QVC must terminate its offer and that Viacom
would go forward with its offer, with the possibility of a reduced price.
If such statements were made they are materially inaccurate and misleading
and obviously intended to coerce stockholders into tendering their shares
to Viacom, regardless of the plain terms of the bidding procedures, the
Viacom-Paramount Merger Agreement and the federal securities laws. We
also note that one of Viacom's own financial advisors has admitted
publicly that is has recently purchased Paramount common stock. You should
determine whether the actions of Viacom and its advisor are in violation
of the bidding agreements and the federal securities laws.
Very truly yours,
/s/ Martin
Martin Lipton
PARAMOUNT COMMUNICATIONS INC.
February 11, 1994
Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Dear Martin:
Your letter today fails to respond to our question as to whether
there are any plans or intentions with respect to open market purchases
of QVC stock by its investors or any other party and, if so, why you
believe they do not violate the bidding rules.
Your letter has also misread Mr. Davis' February 7th letter to
shareholders. It plainly said that bidders could not change their bids
after their final bid of February 1 while the bidding procedures remain
in effect.
Finally, we will certainly promptly look into the matters you have
raised with respect to Viacom as they relate to the bidding procedures.
Sincerely,
/s/ Donald
PARAMOUNT COMMUNICATIONS INC.
February 11, 1994
Philippe P. Dauman, Esq.
Viacom International Inc.
1515 Broadway
New York, NY 10036
Dear Philippe:
I have previously faxed to you Martin Lipton's letter dated
February 11, 1994.
Would you please promptly respond to its statements with respect to bidding
procedures.
Sincerely,
/s/ Donald
WACHTELL, LIPTON, ROSEN, & KATZ
February 11, 1994
VIA FACSIMILE
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Donald Oresman, Esq.
Paramount Communications Inc.
15 Columbus Circle
New York, New York 10023
Dear Donald:
As stated to you earlier today, QVC has not violated
the bidding procedures and has no intention of doing so. We
do not believe any further response to your inquiry is
necessary.
Very truly yours,
/s/ Martin
Martin Lipton
NEWS FROM QVC
For Immediate release
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WEST CHESTER, PA (February 13, 1994)- QVC (NASDQ:QVCN)
today issued the following statement:
QVC will make no change in its bid. Any speculation to the
contrary is inappropriate.
We want to manage Paramount. We have made the superior bid.
It has no collars, no games, no bells, no whistles and is
easily understood.
We are told that the only issue that prevents our winning is the
lack of "back-end protection." Those "protections" are a
myth. Putting aside that in any real sense the Viacom offer
lacks any "back-end protection"- its stock is trading far
below the price being "protected"- we believe the focus
should be on the upside: the shareholder value that can be
created if we are permitted to combine with Paramount
pursuant to a sound and rational offer.
We hope we will be judged as much for what we would not
offer as by what we have offered. Although we have
additional bank funding set aside for this transaction we
chose not to use it. We said we would not bid above the
prudent value for the company and we haven't. We said we would
not compromise the integrity of our Company and its stock and we
haven't. QVC has zero bank debt, strong cash flow and a growing
business in the beginning cycle of a huge new industry.
We are eager to begin the process of creating shareholder
value. It will take time, but with Paramount the proper
view is long term. The only good argument is one that
contains concrete plans for the rebuilding of current assets
and the creation of new ones, not nebulous talk about
synergies and unspecified cutbacks.
The hard work ahead at Paramount should not be delayed. We
hope we will be doing that work and if we do, then we'll
shut up and get on with it.
# # #
Contacts:
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Press: Investors:
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Michael Rourke of QVC William F. Costello of QVC
(212) 371-5999 (215) 430-8948
Donald Van de Mark of QVC Diana Brainerd of
(212) 371-5999 Abernathy/MacGregor/Scanlon
(212) 371-5999
