____________________________________________________________
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. 39)
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>
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 3. Past Contacts, Transactions or Negotiations with the
Subject Company.
On February 10, 1994, Paramount delivered to QVC,
pursuant to a confidentiality agreement, the presentation by
Paramount's financial advisor to the Paramount Board of
Directors on February 4, 1994.
On February 14, 1994, QVC's legal advisor sent a
letter to Paramount requesting that, in light of the continued
decline in the price of Viacom stock and the substantial
difference in favor of the Offer, the Paramount Board of
Directors reconsider its recommendation of the Third Viacom-
Blockbuster Offer. The text of the letter is attached hereto
as Exhibit (a)(81), and the foregoing description is qualified
in its entirety by reference to such exhibit. On the same
date, Paramount sent a letter to QVC stating that Paramount's
financial advisor had reconfirmed its prior opinion given to
the Paramount Board on February 4, 1994. The text of the
<PAGE>
<PAGE>
letter from Paramount is attached hereto as Exhibit (a)(82),
and the foregoing description is qualified in its entirety by
reference to such exhibit.
Reference is also made to the information set forth
in Item 5 below and to Exhibit (c)(34), each of which is
incorporated herein by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals of
the Bidder.
On February 15, 1994, Paramount delivered to QVC an
officer's certificate (the "Officer's Certificate") pursuant to
the QVC Exemption Agreement, in which it informed QVC that a
number of shares that would satisfy the Minimum Condition of
the Third Viacom-Blockbuster Offer had been validly tendered
and not withdrawn at the Other Expiration Date, that Viacom had
taken the action required by the Viacom-Paramount Merger
Agreement and had delivered to Paramount a completion
certificate pursuant to the bidding procedures. A copy of the
Officer's Certificate is attached hereto as Exhibit (c)(34),
and the foregoing summary description is qualified in its
entirety by reference to such exhibit. Accordingly, pursuant
to its obligations under the QVC Exemption Agreement, QVC has
terminated the Offer and has announced such termination by
press release. A copy of the press release is attached hereto
as Exhibit (a)(83), and the foregoing summary description is
qualified in its entirety by reference to such exhibit.
QVC has instructed the Depositary to return promptly
all Shares tendered pursuant to the Offer. As of 12:00
midnight, New York City time, on February 14, 1994,
approximately 10,424,712 Shares had been tendered in the Offer.
Item 10. Additional Information.
(f) Reference is made to the information set forth
in Item 5 above and to the press release issued by QVC on
February 15, 1994 and attached hereto as Exhibit (a)(83), each
of which is incorporated 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.*
_____________________
* Previously filed.
-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 No-
vember 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.*
_____________________
* Previously filed.
-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.*
_____________________
* Previously filed.
-5-
<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.
-6-
<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 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
February 1, 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.*
(a)(74) -- Press release issued by QVC on February 1,
1994.*
(a)(75) -- Memorandum from QVC advisor to Paramount advi-
sor, dated February 3, 1994.*
(a)(76) -- Text of letter from Paramount to QVC, dated Feb-
ruary 11, 1994.*
_____________________
* Previously filed.
-7-
<PAGE>
<PAGE>
(a)(77) -- Text of letter from QVC to Paramount, dated Feb-
ruary 11, 1994.*
(a)(78) -- Text of letter from Paramount to QVC, dated Feb-
ruary 11, 1994.*
(a)(79) -- Text of letter from QVC to Paramount, dated Feb-
ruary 11, 1994.*
(a)(80) -- Press release issued by QVC on February 13,
1994.*
(a)(81) -- Text of letter from QVC to Paramount, dated
February 14, 1994.
(a)(82) -- Text of letter from Paramount to QVC, dated
February 14, 1994.
(a)(83) -- Press release issued by QVC on February 15,
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.*
(b)(4) -- Amendment to Bank Credit Agreement, dated as of
February 1, 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.*
(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.*
_____________________
* Previously filed.
-8-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-9-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-10-
<PAGE>
<PAGE>
(c)(30) -- Proposed Form of Agreement and Plan of Merger
between QVC and Paramount, delivered by Para-
mount on January 27, 1994.*
(c)(31) -- Letter Agreement, dated as of February 1, 1994,
by and among QVC, Comcast, Cox, Advance and
BellSouth.*
(c)(32) -- Proposed QVC Merger Agreement, as revised, de-
livered by Paramount on February 4, 1994.*
(c)(33) -- Opinion, dated February 4, 1994, in Paramount
Communications Inc. v. QVC Network, Inc., C.A.
No. 13208, entered by Delaware Supreme Court.*
(c)(34) -- Officer's Certificate, delivered by Paramount to
QVC on February 15, 1994.
_____________________
* Previously filed.
-11-
<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 15, 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 15, 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 15, 1994
<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>
(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 No-
vember 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.*
_____________________
* Previously filed.
-3-
<PAGE>
<PAGE>
(a)(45) -- Press release issued by QVC on December 20,
1993.*
(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.*
_____________________
* Previously filed.
-4-
<PAGE>
<PAGE>
(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.*
(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
February 1, 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.*
(a)(74) -- Press release issued by QVC on February 1,
1994.*
(a)(75) -- Memorandum from QVC advisor to Paramount advi-
sor, dated February 3, 1994.*
_____________________
* Previously filed.
-5-
<PAGE>
<PAGE>
(a)(76) -- Text of letter from Paramount to QVC, dated Feb-
ruary 11, 1994.*
(a)(77) -- Text of letter from QVC to Paramount, dated Feb-
ruary 11, 1994.*
(a)(78) -- Text of letter from Paramount to QVC, dated Feb-
ruary 11, 1994.*
(a)(79) -- Text of letter from QVC to Paramount, dated Feb-
ruary 11, 1994.*
(a)(80) -- Press release issued by QVC on February 13,
1994.*
(a)(81) -- Text of letter from QVC to Paramount, dated
February 14, 1994.
(a)(82) -- Text of letter from Paramount to QVC, dated
February 14, 1994.
(a)(83) -- Press release issued by QVC on February 15,
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.*
(b)(4) -- Amendment to Bank Credit Agreement, dated as of
February 1, 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.*
(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.*
_____________________
* Previously filed.
-6-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-7-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-8-
<PAGE>
<PAGE>
(c)(30) -- Proposed Form of Agreement and Plan of Merger
between QVC and Paramount, delivered by Para-
mount on January 27, 1994.*
(c)(31) -- Letter Agreement, dated as of February 1, 1994,
by and among QVC, Comcast, Cox, Advance and
BellSouth.*
(c)(32) -- Proposed QVC Merger Agreement, as revised, de-
livered by Paramount on February 4, 1994.*
(c)(33) -- Opinion, dated February 4, 1994, in Paramount
Communications Inc. v. QVC Network, Inc., C.A.
No. 13208, entered by Delaware Supreme Court.*
(c)(34) -- Officer's Certificate, delivered by Paramount to
QVC on February 15, 1994.
_____________________
* Previously filed.
-9-
<PAGE>
Exhibit (a)(81)
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
February 14, 1994
VIA FACSIMILE
Donald Oresman, Esq.
Paramount Communications Inc.
15 Columbus Circle
New York, New York 10023
Dear Donald:
In light of the continued decline in the price of
Viacom stock and the substantial difference in favor of the QVC
offer for Paramount, QVC requests that the Paramount Board of
Directors forthwith reconsider its recommendation of the Viacom
offer.
Very truly yours,
/s/ Martin Lipton
Martin Lipton
ML:ajn
<PAGE>
Exhibit (a)(82)
[LETTERHEAD OF PARAMOUNT COMMUNICATIONS INC.]
Donald Oresman
Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary
February 14, 1994
Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Dear Martin:
Lazard Freres has reconfirmed its prior opinion given
to the Paramount Board February 4, 1994.
Sincerely,
/s/ Donald Oresman
DO:bl
<PAGE>
Exhibit (a)(83)
[NEWS FROM QVC]
For Immediate Release
WEST CHESTER, PA (February 15, 1994) -- QVC (NASDAQ:QVCN)
announced today that, as of the expiration of its offer at
12:00 midnight, New York City time, on February 14, 1994, QVC
did not receive the minimum condition in its tender offer for
50.1 percent of the common stock of Paramount Communications
Inc. As of 12:00 midnight, New York City time, on February 14,
1994, approximately 10,424,712 shares had been tendered to QVC
in its offer. QVC also announced that Paramount had informed
QVC that Viacom received the minimum condition in its tender
offer prior to the expiration date of its offer, had taken the
action required by the Viacom-Paramount Merger Agreement and
had delivered to Paramount a completion certificate pursuant to
the bidding procedures. Accordingly, pursuant to its
obligations under the QVC-Paramount Exemption Agreement, QVC
stated that it has terminated its tender offer for 50.1 percent
of the common stock of Paramount.
# # #
Contacts:
Press: Investors:
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
<PAGE>
Exhibit (c)(34)
Paramount Communications Inc.
15 Columbus Circle
New York, New York 10023
Officer's Certificate
Pursuant to Section 2.06 of the Exemption Agreement
This Certificate is delivered pursuant to Section
2.06 of the Exemption Agreement, dated as of January 21, 1994,
as amended (the "Exemption Agreement"), between QVC Network,
Inc. ("QVC") and Paramount Communications Inc. (the "Company").
All capitalized terms used herein, unless defined in this Cer-
tificate, shall have the same meanings attributed to like capi-
talized terms in the Exemption Agreement.
Donald Oresman, Executive Vice President of the Com-
pany, hereby certifies that:
1. A number of shares of Common Stock that would
satisfy the Other Minimum Condition has been validly tendered
to the Other Offer and not withdrawn at the Other Expiration
Date of the Other Offer.
2. All conditions to the Other Offer, except the
Other Minimum Condition and the conditions relating to the
Rights Agreement, Article XI of the Paramount Certificate of
Incorporation, Section 203 of the General Corporation Law of
Delaware and judicial or governmental injunction, each as set
forth therein, has been waived by the Other Offeror.
3. A Completion Certificate from the Other Offeror
has been delivered to the Company.
Pursuant to the terms of Section 2.06 of the Exemp-
tion Agreement, the Offeror, upon receipt of this Certificate,
is required to terminate the Offer.
IN WITNESS WHEREOF, I have hereunto signed my name
this 15th day of February, 1994.
By: /s/ Donald Oresman
Donald Oresman
Executive Vice President
<PAGE>
