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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 26
TO
SCHEDULE 14D-9
(WITH RESPECT TO THE TENDER OFFER BY QVC NETWORK, 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. 26 supplements and amends to the extent indicated
herein the Solicitation/Recommendation Statement on Schedule 14D-9 of Paramount
Communications Inc., filed with the Securities and Exchange Commission on
November 8, 1993 (as supplemented and amended through the date hereof, the
"Schedule 14D-9"), with respect to the Current QVC Offer (as described therein).
Capitalized terms used herein and not otherwise defined herein have the meanings
ascribed to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The response to Item 8 is hereby supplemented and amended as follows:
On January 24, 1994, Wachtell, Lipton, Rosen & Katz delivered a
letter to Paramount, a copy of which is filed as Exhibit No. 88 to the
Schedule 14D-9 and is incorporated herein by reference. On January 24,
1994, Paramount delivered a response letter to Wachtell, Lipton, Rosen
& Katz, a copy of which is filed as Exhibit No. 89 to the Schedule 14D-9
and is incorporated herein by reference.
On January 25, 1994, Shearman & Sterling delivered a letter to
Paramount, a copy of which is filed as Exhibit No. 90 to the Schedule
14D-9 and is incorporated herein by reference. On January 25, 1994,
Paramount delivered a response letter to Shearman & Sterling, a copy
of which is filed as Exhibit No. 91 to the Schedule 14D-9 and is
incorporated herein by reference.
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby supplemented and amended to add the
following:
Exhibit 88 - Letter from Wachtell, Lipton, Rosen & Katz to
Paramount dated January 24, 1994.
Exhibit 89 - Letter from Paramount to Wachtell, Lipton, Rosen
& Katz dated January 24, 1994.
Exhibit 90 - Letter from Shearman & Sterling to Paramount dated
January 25, 1994.
Exhibit 91 - Letter from Paramount to Shearman & Sterling dated
January 25, 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: January 25, 1994
<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* Press Release issued on November 6, 1993.
4* Letter to Stockholders of Paramount dated November 8, 1993
with respect to the Viacom Offer.
5* Letter to Stockholders of Paramount dated November 8, 1993
with respect to the QVC Offer.
6* Amended and Restated Agreement and Plan of Merger, dated as
of October 24, 1993, between Paramount and Viacom.
7* Amendment No. 1, dated as of November 6, 1993, to the
Amended and Restated Agreement and Plan of Merger.
8* Stock Option Agreement, dated as of September 12, 1993, as
amended on October 24, 1993, between Paramount and Viacom.
9* Voting Agreement, dated as of September 12, 1993, as amended
on October 24, 1993, between Paramount and Amusements.
10* Press Release issued by Viacom on November 12, 1993.
11* Press Release issued on November 15, 1993.
12* Letter to Stockholders of Paramount dated November 16, 1993
with respect to the QVC Offer.
13* Press Release issued by QVC on November 20, 1993.
14* Press Release issued by Viacom on November 19, 1993.
15* Press Release issued by QVC on November 22, 1993.
16* Press Release issued by Viacom on November 22, 1993.
17* Press Release issued by QVC on November 23, 1993.
18* Press Release issued by Viacom on November 23, 1993.
19* Press Release issued by QVC on November 24, 1993.
20* Press Release issued by Viacom on November 24, 1993.
21* Memorandum Opinion in QVC Network, Inc. v. Paramount
Communications Inc., et al., Civ. Action No. 13208 (Del. Ch.
November 24, 1993).
22* Preliminary Injunction Order in QVC Network, Inc. v.
Paramount Communications Inc., et al., Civ. Action No. 13208
(Del. Ch. November 24, 1993).
23* Press Release issued by Paramount on November 24, 1993.
24* Press Release issued by Viacom on November 24, 1993.
25* Press Release issued by Viacom on November 26,1993.
26* Press Release issued by Viacom on November 29, 1993.
27* Order of the Delaware Supreme Court dated November 29, 1993.
28* Press Release issued by QVC on December 1, 1993.
29* Revised Memorandum Opinion in QVC Network, Inc. v. Paramount
Communications Inc., et al., Civ. Action No. 13208 (Del. Ch.
November 24, 1993).
30* Press Release issued by QVC on December 10, 1993.
31* Press Release issued by Paramount on December 9, 1993.
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*Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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32* Press Release issued by Viacom on December 9, 1993.
33* Order in Paramount Communications Inc., et al. v. QVC
Network, Inc., Civ. Action No. 13208 (Del. December 9,
1993).
34* Press Release issued by QVC on December 9, 1993.
35* Letter from Richards, Layton & Finger to Vice Chancellor
Jack B. Jacobs of the Delaware Court of Chancery dated
December 10, 1993.
36* Bidding Procedures of Paramount dated December 14, 1993.
37* Press Release issued by Paramount on December 14, 1993.
38* Letter to Stockholders of Paramount dated December 14, 1993
with respect to the Viacom Offer and the QVC Offer.
39* Press Release issued by QVC on December 14, 1993.
40* Press Release issued by Viacom on December 14, 1993.
41* Press Release issued by QVC on December 16, 1993.
42* Letter from Wachtell, Lipton, Rosen & Katz to Lazard dated
December 14, 1993.
43* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated December 15, 1993.
44* Press Release issued by Paramount on December 15, 1993.
45* 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.
46* 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).
47* Letter from Shearman & Sterling to Lazard dated December 15,
1993.
48* Letter from Simpson Thacher & Bartlett to Shearman &
Sterling dated December 16, 1993.
49* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated December 17, 1993.
50* Press Release issued by Paramount on December 20, 1993.
51* Press Release issued by QVC on December 22, 1993.
52* Press Release issued by Paramount on December 22, 1993.
53* Agreement and Plan of Merger, dated as of December 22, 1993,
between Paramount and QVC.
54* Voting Agreement dated December 22, 1993 among BellSouth
Corporation, Comcast Corporation, Cox Enterprises, Inc.,
Advance Publications, Inc. and Arrow Investments, L.P.
55* Letter to Stockholders of Paramount dated December 23, 1993
with respect to the Revised QVC Offer and the Viacom Offer.
56* Opinion of Lazard dated December 21, 1993.
57* Notice of Termination dated December 22, 1993 delivered by
Paramount to Viacom.
58* Exemption Agreement, dated as of December 22, 1993, between
Viacom and Paramount.
59* First Amendment, dated as of December 27, 1993, to Agreement
and Plan of Merger, dated as of December 22, 1993, between
Paramount and QVC.
60* Press Release issued by QVC on January 7, 1994.
61* Press Release issued by QVC on January 10, 1994.
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*Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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62* Press Release issued by Paramount on January 7, 1994.
63* Press Release issued by Viacom on January 7, 1994.
64* Press Release issued by Viacom on January 9, 1994.
65* Letter from Wachtell, Lipton, Rosen & Katz to the Paramount
Board dated January 11, 1994.
66* Letter from Shearman & Sterling to the Paramount Board dated
January 12, 1994.
67* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated January 13, 1994.
68* Press Release issued by Paramount on January 12, 1994.
69* Letter from Simpson Thacher & Bartlett to Shearman &
Sterling and Wachtell, Lipton, Rosen & Katz dated January
13, 1994.
70* Letter to Stockholders of Paramount dated January 13, 1994
with respect to the Current QVC Offer and the Revised Viacom
Offer.
71* Opinion of Lazard dated January 12, 1994.
72* Letter from Wachtell, Lipton, Rosen & Katz to Simpson
Thacher & Bartlett dated January 14, 1994.
73* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated January 18, 1994.
74* Letter from the Commission to Simpson Thacher & Bartlett
dated January 15, 1994.
75* Press Release issued by Paramount on January 18, 1994.
76* Press Release issued by Viacom on January 18, 1994.
77* Press Release issued by QVC on January 19, 1994.
78* Notice of Termination dated January 21, 1994 delivered by
Paramount to QVC.
79* Exemption Agreement, dated as of January 21, 1994, between
QVC and Paramount.
80* Press Release issued by Paramount on January 21, 1994.
81* Letter to Stockholders of Paramount dated January 24, 1994
with respect to the Current QVC Offer and the Revised Viacom
Offer.
82* Opinion of Lazard dated January 21, 1994.
83* Agreement and Plan of Merger, dated as of January 21, 1994,
between Paramount and Viacom.
84* Voting Agreement, dated as of January 21, 1994, between
Paramount and Amusements.
85* Letter from Viacom to Paramount dated January 19, 1994.
86* Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated January 20, 1994.
87* Letter from Shearman & Sterling to Paramount dated January
21, 1994.
88 Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated January 24, 1994.
89 Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated January 24, 1994.
90 Letter from Shearman & Sterling to Paramount dated January
25, 1994.
91 Letter from Paramount to Shearman & Sterling dated January
25, 1994.
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*Previously filed.
WACHTELL, LIPTON, ROSEN & KATZ
January 24, 1994
VIA FACSIMILE
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Donald Oresman, Esq.
Paramount Communications Inc.
15 Columbus Circle
New York, N.Y. 10023
Dear Don:
In order for QVC to determine what further action it
may take in connection with its offer, we would appreciate your
providing a copy of the Simpson Thacher opinion to the Para-
mount Board on which the Board based its determination that it
had a fiduciary duty to terminate the merger agreement between
Paramount and QVC and a copy of the Lazard Freres presentation
to the Paramount Board evaluating the QVC and Viacom offers.
In view of the time constraints we would appreciate it if you
would deliver these documents as early as possible today.
Sincerely
/s/ Marty
Martin Lipton
PARAMOUNT COMMUNICATIONS INC.
January 24, 1994
Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Dear Martin:
Enclosed is a copy of the Lazard Freres January 21
presentation to the Board of Directors (it is in two parts - one
marked Presentation and the other marked Appendix) along with a
copy of the Lazard Freres opinion. Also, please note that the
appendix contains six loosely inserted summary fact sheets on
Time Warner, Walt Disney and Turner Broadcasting.
The above material (other than Lazard Freres opinion) is
being delivered to you pursuant to a confidentiality agreement
between Lazard Freres and QVC which I understand has been
executed.
The Simpson Thacher & Bartlett advice you inquired about was
delivered orally at the Board meeting. A written opinion was not
contemplated by the merger agreement.
Sincerely,
/s/ Donald Oresman
SHEARMAN & STERLING
January 25, 1994
VIA FACSIMILE
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Donald Oresman, Esq.
Paramount Communcations Inc.
15 Columbus Circle
New York, New York 10023-7780
Request for Information
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Dear Donald:
We understand that yesterday QVC Network, Inc.
requested certain written information from Paramount
Communications Inc. and that Paramount has delivered such
information to QVC, subject to a confidentiality agreement.
On behalf of our client, Viacom Inc., we hereby
request that Paramount deliver the same information to
Viacom. Viacom is prepared to negotiate and enter into a
confidentiality agreement regarding such information.
Please do not hesitate to call me should you have
any questions.
Very truly yours,
/s/ Creighton O'M. Condon
Creighton O'M. Condon
cc: Joel S. Hoffman
Philippe P. Dauman
Thomas Hawkins
Richard Easton
PARAMOUNT COMMUNICATIONS INC.
BY HAND
January 25, 1994
Creighton O'M. Condon, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York
Dear Creighton:
Enclosed is a copy of the Lazard Freres January 21
presentation to the Board of Directors (it is in two parts -- one marked
Presentation and the other marked Appendix) along with a copy of the
Lazard Freres opinion. Also, please note that the appendix contains six
loosely inserted summary fact sheets on Time Warner, Walt Disney and
Turner Broadcasting. The above material was delivered to QVC. It is being
delivered to you (other than the Lazard Freres opinion) pursuant to a
confidentiality agreement between Lazard Freres and Viacom which I
understand has been executed.
In addition to the enclosed material which was requested by
QVC, an inquiry was made by QVC with respect to certain advice delivered
by Simpson Thacher & Barlett. That advice was delivered orally at the
Board Meeting on January 21 as the merger agreement did not contemplate
a written opinion.
Sincerely,
/s/Donald Oresman
