____________________________________________________________
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. 38)
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.
By letter to QVC's legal advisor dated February 11,
1994, Paramount stated that, based on published reports of
meetings held by QVC with the investment community, Paramount
has grave concerns regarding QVC's compliance with the bidding
procedures. Paramount also requested that, if there are any
plans or intentions with respect to open market purchases of
QVC stock by QVC's investors or any other party, QVC advise
Paramount as to why it believes such plans or intentions do not
violate the bidding procedures. The text of the letter from
Paramount to QVC is attached hereto as Exhibit (a)(76), and the
foregoing description is qualified in its entirety by reference
to such exhibit.
On the same date, QVC's legal advisor sent a letter
to Paramount in which it stated that QVC has not violated the
bidding procedures and has no intention of doing so. The
<PAGE>
<PAGE>
letter also stated that, by their terms, the bidding procedures
expire at 9:00 a.m. on February 15, 1994, and that, contrary to
Paramount's earlier public statements to Paramount
stockholders, the bidding procedures do not prevent QVC from
changing its bid after that date. QVC added that it has
received reports that indicate that Viacom has made various
misleading statements regarding the bidding procedures and the
possibility that Viacom might decrease its offer from the Third
Viacom-Blockbuster Offer. QVC also noted that one of Viacom's
financial advisors has publicly stated that it has recently
purchased Paramount common stock and that Paramount should
determine whether the actions of Viacom and its advisor are in
violation of the bidding agreements and federal securities
laws. The text of the letter from QVC to Paramount is attached
hereto as Exhibit (a)(77), and the foregoing summary
description is qualified in its entirety by reference to such
exhibit.
On February 11, 1994, Paramount sent a further letter
to QVC's legal advisor and QVC's legal advisor sent a further
letter to Paramount. The text of the letter from Paramount to
QVC is attached hereto as Exhibit (a)(78), the text of the
letter from QVC to Paramount is attached hereto as Exhibit
(a)(79), and the foregoing summary description of such exhibits
is qualified in its entirety by reference to such exhibits.
Item 10. Additional Information.
(f) On February 13, 1994, QVC issued a press release
stating that it will make no change in the Offer. QVC also
stated that it believes it has the superior bid and is eager to
begin the process of creating stockholder value. A copy of the
press release is attached hereto as Exhibit (a)(80), and the
foregoing summary description is qualified in its entirety by
reference to such exhibit.
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.*
_____________________
* Previously filed.
-2-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-3-
<PAGE>
<PAGE>
(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.*
(a)(31) -- Press release issued by QVC on November 23,
1993.*
(a)(32) -- Press release issued by QVC on November 24,
1993.*
_____________________
* Previously filed.
-4-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-5-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-6-
<PAGE>
<PAGE>
(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.
(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.
_____________________
* Previously filed.
-7-
<PAGE>
<PAGE>
(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.
(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.*
(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.*
_____________________
* Previously filed.
-8-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-9-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-10-
<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 14, 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 14, 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 14, 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.
(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.*
(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.*
_____________________
* Previously filed.
-6-
<PAGE>
<PAGE>
(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.*
(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.*
_____________________
* Previously filed.
-7-
<PAGE>
<PAGE>
(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.*
(c)(30) -- Proposed Form of Agreement and Plan of Merger
between QVC and Paramount, delivered by Para-
mount on January 27, 1994.*
_____________________
* Previously filed.
-8-
<PAGE>
<PAGE>
(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.*
-9-
<PAGE>
Exhibit (a)(76)
[LETTERHEAD OF PARAMOUNT COMMUNICATIONS INC.]
Donald Oresman
Executive Vice President
Chief Administrative Officer,
General Counsel and Secretary
February 11, 1994
Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Dear Martin:
Last night we received a letter from Viacom stating
that QVC has violated the bidding procedures to which we all
agreed. Based on published reports of meetings held by QVC
with members of the investment community, Paramount has grave
concerns regarding QVC's compliance with the bidding
procedures.
If there are any plans or intentions with respect to
open market purchases of QVC stock by its investors or any
other party, please advise us today as to why you believe they
do not violate the bidding rules.
Sincerely,
/s/ Donald Oresman
<PAGE>
Exhibit (a)(77)
[LETTERHEAD OF 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>
<PAGE>
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 it 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 Lipton
Martin Lipton
<PAGE>
Exhibit (a)(78)
[LETTERHEAD OF 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 Oresman
DO:bl
<PAGE>
Exhibit (a)(79)
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
February 11, 1994
VIA FACSIMILE
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 Lipton
Martin Lipton
ML:ajn
<PAGE>
Exhibit (a)(80)
[N E W S F R O M Q V C]
For Immediate Release
WEST CHESTER, PA (February 13, 1994) -- QVC
(NASDAQ: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 be-
low 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 com-
pany 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 con-
crete plans for the rebuilding of current assets and the cre-
ation of new ones, not nebulous talk about synergies and un-
specified 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:
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
(215) 371-5999 Abernathy/MacGregor/Scanlon
(212) 371-5999
<PAGE>
