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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) December 22, 1993
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
(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 December 22, 1993, Paramount Communications Inc.
("Paramount") terminated the Amended and Restated
Agreement and Plan of Merger with Viacom Inc. ("Viacom"). In
addition, on December 22, 1993, Paramount entered into an
Exemption Agreement with Viacom (the "Exemption Agreement"). The
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 Viacom for Paramount
Common Stock (the "Viacom Offer") if the minimum condition with
respect to the Viacom Offer, among other conditions, is
satisfied. The 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 Viacom Offer.
On December 22, 1993, Paramount and QVC Network, Inc.
("QVC") entered into an Agreement and Plan of Merger (as amended,
the "QVC Merger Agreement"), which provides for, among other
things, (i) the amendment of the pending tender offer by QVC for
Paramount Common Stock (as so amended, the "Revised QVC Offer"),
which offer had provided for the purchase of approximately 51% of
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the outstanding Shares at a price of $90 per Share, to (A)
increase the purchase price for the Shares to $92 per Share, (B)
amend the conditions to the QVC Offer to conform with the
conditions set forth in Annex A to the QVC Merger Agreement and
(C) extend the expiration date of the QVC Offer until 12:00
midnight on January 7, 1994 and (ii) the institution of amended
and definitive terms of the proposed merger which would follow
consummation of the QVC Offer (as so amended, the "Revised QVC
Second-Step Merger"), which terms had provided for, subject to
change by QVC, the exchange of (1) 1.43 shares of QVC Common
Stock and (2) 0.32 shares of a new series of QVC Cumulative
Convertible Exchangeable Preferred Stock for each remaining Share
and which now provide for the binding commitment of QVC to
exchange (x) 1.43 shares of QVC Common Stock, (y) 0.32 shares of
a new series of 6% Cumulative Non-Convertible Exchangeable
Preferred Stock and (z) 0.32 Warrants to purchase QVC Common
Stock for each remaining Share.
A copy of the press release of Paramount, dated
December 22, 1993, 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 December 22, 1993
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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 4, 1994
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INDEX TO DOCUMENTS
Exhibit Sequentially
Number Numbered Page
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99 - Press Release of Paramount dated
December 22, 1993 6
PARAMOUNT COMMUNICATIONS INC. NEWS
15 Columbus Circle
New York, NY 10023-7780
212-373-8558
FOR IMMEDIATE RELEASE December 22, 1993
NEW YORK, Dec. 22 -- Paramount Communications Inc. announced today
that it had entered into a merger agreement with QVC Network Inc. The
merger agreement was unanimously approved by the Board of Directors of
Paramount this morning. The Board will recommend the QVC proposal to
its shareholders. The agreement provides for a merger of the two
companies following completion of a tender offer by QVC for 61,607,894
shares, or approximately 51%, of the outstanding common stock of
Paramount. Under the terms of the agreement, QVC will amend its
existing tender offer to increase the price from $90 to $92 per share
in cash.
Martin S. Davis, chairman and chief executive officer of
Paramount, said: "The merger agreement with QVC included bidding
procedures previously adopted by the Board of Directors of Paramount.
In addition, Paramount reported that it had also entered into an
agreement with Viacom, Inc. which incorporated the same bidding
procedures. These procedures," he stated, "are designed to provide
the highest value for Paramount shareholders by creating a level
playing field. They allow existing bidders to increase their bids.
In addition, the procedures give the shareholders of Paramount an
opportunity to choose should there be more than one offer outstanding
in the final stage of the bidding process. Moreover, the merger
agreement does not prohibit any new bids by a third party."
Paramount also announced that in connection with the execution of
its merger agreement with QVC it had terminated its existing merger
agreement with Viacom.
Paramount also said that in connection with the receipt of bids
on December 20, 1993, Viacom advised Paramount that it was considering
raising its offer.
Following completion of the tender offer, under the terms of the
merger agreement, each Paramount share that is not purchased in the
tender offer will be acquired in a second-step merger in exchange for
1.43 shares of QVC common stock, .32 shares of a new series of 6%
cumulative non-convertible exchangeable preferred stock of QVC and .32
warrants to purchase one share of QVC common stock per whole warrant
at a price of $70.34 per share exercisable at any time prior to the
tenth anniversary of the merger.
Based on December 21, 1993, closing prices of QVC, the value of
the consideration in the second step merger would be approximately $76
per share, and the blended value of the total consideration would be
approximately $84.
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The New series of QVC preferred stock will bear dividends at a
rate of 6% per annum, payable quarterly, will have a liquidation
preference of $50 per share, will be redeemable by QVC at declining
redemption premiums at any time after the fifth anniversary of the QVC
second-step merger and will be exchangeable by QVC after the third
anniversary of the QVC second-step merger into QVC 6% junior
subordinated debentures. Each QVC warrant will entitle the holder to
purchase one share of QVC Common Stock per whole warrant at a price of
$70.34 per share, will be exercisable at the holder's option at any
time prior to the tenth anniversary of the QVC second-step merger,
will be exercisable using cash or an equivalent amount of liquidation
preference of new QVC preferred stock or principal amount of 6% Junior
Subordinated Debentures, and will be callable by QVC at $15 per
warrant on and after the fifth anniversary of the QVC second-step
merger.
# # #
Contact: Jerry Sherman Thomas J. Davies
Paramount Communications Inc. Kekst and Company
(212) 373-8725 (212) 593-2655
Carl D. Folta
Paramount Communications Inc.
(212) 373-8530
