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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 32)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 33)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PARAMOUNT COMMUNICATIONS INC.
(Name of Subject Company)
VIACOM INC.
NATIONAL AMUSEMENTS, INC.
SUMNER M. REDSTONE
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Bidder)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
699216 10 7
(CUSIP Number of Class of Securities)
PHILIPPE P. DAUMAN, ESQ.
VIACOM INC.
1515 BROADWAY
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 258-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
STEPHEN R. VOLK, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TEL.: (212) 848-4000
ROGER S. AARON, ESQ.
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TEL.: (212) 735-3000
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Page 1 of Pages
Exhibit Index on Page
<PAGE>
This Amendment No. 32 to the Tender Offer Statement on
Schedule 14D-1 and Amendment No. 33 to Schedule 13D (the
"Statement") relates to the offer by Viacom Inc., a Delaware
corporation ("Purchaser"), to purchase shares of Common Stock,
par value $1.00 per share (the "Shares"), of Paramount
Communications Inc., a Delaware corporation (the "Company"), at a
price of $107 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in Purchaser's
Offer to Purchase dated October 25, 1993 (the "Offer to
Purchase"), a copy of which was attached as Exhibit (a)(1) to
Amendment No. 1, filed with the Securities and Exchange
Commission (the "Commission") on October 26, 1993, to the Tender
Offer Statement on Schedule 14D-1 filed with the Commission on
October 25, 1993 (the "Schedule 14D-1"), as supplemented by
the Supplement thereto dated November 8, 1993 (the "First
Supplement"), the Second Supplement thereto dated January 7,
1994 (the "Second Supplement") and the Third Supplement thereto
dated January 18, 1994 (the "Third Supplement") and in the
related Letters of Transmittal.
Capitalized terms used but not defined herein have the
meanings assigned to such terms in the Offer to Purchase, the
First Supplement, the Second Supplement, the Third Supplement
and the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
Item 3(b) is hereby amended and supplemented as follows:
On January 27, 1994, Purchaser and the Company entered into
amendments to (i) the Revised Merger Agreement and (ii) the
Exemption Agreement. The effect of such amendments is to clarify
certain agreements regarding amendments to, and extensions of,
the Offer. Copies of the amendments to the Revised Merger
Agreement and Exemption Agreement are filed as Exhibits (a)(70)
and (a)(71) to the Schedule 14D-1, respectively, and are
incorporated by reference herein.
Purchaser has been informed by the Company that on
January 27, 1994, QVC Network, Inc. ("QVC") and the Company
entered into an amendment to the exemption agreement between
QVC and the Company which has the substantially identical effect
as the amendments entered into between Purchaser and the Company
with respect to the Revised Merger Agreement and Exemption Agreement.
On January 27, 1994, the Company's legal advisor delivered
a letter to Purchaser's legal advisor and QVC's legal advisor
regarding the February 1, 1994 deadline for final bids under the
bidding procedures applicable to the Offer. A copy of such
letter is filed as Exhibit (a)(72) to the Schedule 14D-1, and is
incorporated by reference herein.
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following
Exhibits:
99(a)(70) First Amendment, dated as of January 27, 1994 to the
Agreement and Plan of Merger, dated as of January 21,
1994, between Purchaser and the Company.
99(a)(71) First Amendment, dated as of January 27, 1994 to the
Exemption Agreement, dated as of December 22, 1993,
between Purchaser and the Company.
99(a)(72) Letter dated January 27, 1994 from the Company's
legal advisor to Purchaser's legal advisor and QVC's
legal advisor.
<PAGE>
SIGNATURE
After due 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.
January 28, 1994
VIACOM INC.
By /s/ PHILIPPE P. DAUMAN
...................................
Philippe P. Dauman
Senior Vice President, General
Counsel and Secretary
*
...................................
Sumner M. Redstone,
Individually
NATIONAL AMUSEMENTS, INC.
By *
...................................
Sumner M. Redstone
Chairman, Chief Executive
Officer and President
*By /s/ PHILIPPE P. DAUMAN
...................................
Philippe P. Dauman
Attorney-in-Fact under Powers
of Attorney filed as Exhibit (a)(36)
to the Schedule 14D-1
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SIGNATURE
After due 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.
January 28, 1994
BLOCKBUSTER ENTERTAINMENT CORPORATION
By /s/ STEVEN R. BERRARD
...................................
Steven R. Berrard
President and
Chief Operating Officer
<PAGE>
EXHIBIT INDEX
PAGE IN
SEQUENTIAL
EXHIBIT NUMBERING
NO. SYSTEM
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99(a)(70) First Amendment, dated as of January 27, 1994
to the Agreement and Plan of Merger, dated
as of January 21, 1994, between Purchaser
and the Company.
99(a)(71) First Amendment, dated as of January 27, 1994
to the Exemption Agreement, dated as of
December 22, 1993, between Purchaser and
the Company.
99(a)(72) Letter dated January 27, 1994 from the
Company's legal advisor to Purchaser's
legal advisor and QVC's legal advisor.
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of January
27, 1994, to the Agreement and Plan of Merger, dated as of
January 21, 1994 (the "Merger Agreement"), between Viacom Inc., a
Delaware corporation ("Viacom"), and Paramount Communications
Inc., a Delaware corporation ("Paramount").
W I T N E S S E T H :
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WHEREAS, Viacom and Paramount have agreed to amend
certain provisions of the Merger Agreement in the manner provided
below;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein contained, the parties hereto agree
as follows:
SECTION 1. Defined Terms. As used in this Amendment,
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terms defined in the Merger Agreement are used herein as therein
defined, unless otherwise defined herein. Unless otherwise
indicated, all Section and subsection references are to the
Merger Agreement.
SECTION 2. Amendments to Section 2.1(c)(ii). Section
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2.1(c)(ii) is hereby amended by deleting the words "other than a
change in the terms of the Offer" and by substituting, in their
place, the phrase "outside the control of Viacom (those events
not deemed to be outside the control of the Offeror shall
include, without limitation, any change in the terms of the Offer
or the Merger)." Section 2.1(c)(ii) is also amended by (i)
inserting after the words "Common Stock payable in the Offer or"
the phrase "the Merger or" and (ii) inserting after the words
"otherwise amend the Offer" the phrase "or the terms of the
Merger." Section 2.1(c)(ii) is further amended by adding at the
end thereof the following sentences:
"Any amendment to the Offer or any change in the
consideration offered to the Paramount stockholders in the
Merger that results in an extension of the Expiration Date shall
be publicly announced by 5:00 p.m. on the date of such amendment
or change. Viacom hereby agrees that it shall not (a) seek to
amend or waive any provision of the Merger Agreement that is
substantially identical to the provisions relating to the bidding
procedures contained in the Other Exemption Agreement (the
"Bidding Procedures") or (b) publicly announce an intention to
take an action which is not otherwise permitted, or refrain from
taking an action which is required, under the terms of this
Agreement relating to the Bidding Procedures."
SECTION 3. Miscellaneous. Except as expressly amended
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herein, the Merger Agreement shall continue to be, and shall
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2
remain, in full force and effect in accordance with its terms.
This Amendment may be executed by the parties hereto in any
number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
SECTION 4. Governing Law. Except to the extent that
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Delaware Law is mandatorily applicable to the Merger and the
rights of the stockholders of Paramount and Viacom, this
Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of conflicts
of law.
IN WITNESS WHEREOF, Viacom and Paramount have caused
this Amendment to be executed as of the date first written above
by their respective officers thereunto duly authorized.
ATTEST: VIACOM INC.
By_________________ By__________________
ATTEST: PARAMOUNT COMMUNICATIONS INC.
By_________________ By_______________________
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of January
27, 1994, to the Exemption Agreement, dated as of December 22,
1993 (the "Exemption Agreement"), between Viacom Inc., a Delaware
corporation ("Viacom"), and Paramount Communications Inc., a
Delaware corporation ("Paramount").
W I T N E S S E T H :
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WHEREAS, Viacom and Paramount have agreed to amend
certain provisions of the Exemption Agreement in the manner
provided below;
NOW, THEREFORE, in consideration of the premises and of
the mutual agreements herein contained, the parties hereto agree
as follows:
SECTION 1. Defined Terms. As used in this Amendment,
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terms defined in the Exemption Agreement are used herein as
therein defined, unless otherwise defined herein. Unless
otherwise indicated, all Section and subsection references are to
the Exemption Agreement.
SECTION 2. Amendments to Section 2.01(a). Clause (v)
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of Section 2.01(a) is hereby amended by deleting the words "other
than a change in the terms of the Offer" and by substituting, in
their place, the phrase "outside the control of the Offeror
(those events not deemed to be outside the control of the Offeror
shall include, without limitation, any change in the terms of the
Offer or the proposed terms of the Merger (as defined in the form
of Merger Agreement attached as Exhibit A hereto))." Section
2.01(a) is also amended by (i) inserting after the words
"consideration of the Offer or" in the last sentence thereof the
phrase "the Merger or" and (ii) inserting after the words
"otherwise amend the Offer" in the last sentence thereof the
phrase "or the proposed terms of the Merger." Section 2.01(a) is
further amended by adding at the end thereof the following
sentences:
"Any amendment to the Offer or any change in the
consideration offered to the Paramount stockholders in the
Merger that results in an extension of the Expiration Date shall
be publicly announced by 5:00 p.m. on the date of such amendment
or change. The Offeror hereby agrees that it shall not (a) seek
to amend or waive any provision of the Bidding Procedures or (b)
publicly announce an intention to take an action which is not
otherwise permitted, or refrain from taking an action which is
required, under the terms of this Agreement."
SECTION 3. Miscellaneous. Except as expressly amended
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herein, the Exemption Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms.
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2
This Amendment may be executed by the parties hereto in any
number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.
SECTION 4. Governing Law. This Amendment shall be
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governed by, and construed in accordance with, the laws of the
State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law, except to
the extent that any provisions are governed by the federal
securities laws.
IN WITNESS WHEREOF, Viacom and Paramount have caused
this Amendment to be executed as of the date first written above
by their respective officers thereunto duly authorized.
ATTEST: VIACOM INC.
By_________________ By__________________
ATTEST: PARAMOUNT COMMUNICATIONS INC.
By_________________ By_______________________
SIMPSON THACHER & BARTLETT
(A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS)
VIA FACSIMILE January 27, 1994
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Stephen R. Volk, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Gentlemen:
As you are aware, the bidding procedures to which you each have
committed require best and final bids no later than 5:00 p.m. on February 1,
1994. We want to confirm to you that Paramount fully intends to hold to that
schedule. We believe both bidders have had more than a reasonable time to
structure and propose a bid which will supply the highest value for the
Paramount shareholders. Moreover, having provided that opportunity, it is in
the best interests of Paramount and its shareholders to now conclude the
bidding process and the sale of Paramount in a timely manner. Any amendment to
either the offer or back end consideration after February 1 would be in
violation of the bidding procedures to which you have agreed. Lazard will be
available to discuss with you any questions you may have before you submit
your final bid.
Very truly yours,
/s/ Richard I. Beattie
Richard I. Beattie
