PARAMOUNT COMMUNICATIONS INC /DE/
8-K, 1994-09-01
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                     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):  August 27, 1994



                           PARAMOUNT COMMUNICATIONS INC.
            ----------------------------------------------------------
              (Exact name of registrant as specified in its charter)



               Delaware             1-5404               74-1330475
            ----------------------------------------------------------
            (State or other         (Commission          (IRS Employer
             jurisdiction of         File Number)
            Identification No.)
             incorporation)


                      1515 Broadway, New York, New York              10036
            ------------------------------------------------------------------
            (Address of principal executive offices)                 (Zip Code)


            Registrant's telephone number, including area code:  (212) 258-6000
                                                                 --------------




                                    Page 1 of 8 Pages
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                               Exhibit Index Appears on Page 4
                               -------------------------------


<PAGE>



                 Item 5.   Other Events
                           ------------

                      1.  On August 27, 1994, Viacom Inc. ("Viacom"),
                 Paramount Communications Realty Corporation ("PCR"), a
                 wholly owned subsidiary of Paramount Communications Inc.
                 (which is in turn a wholly owned subsidiary of Viacom),
                 ITT Corporation ("ITT"), Rainbow Garden Corporation
                 ("Rainbow") and MSG Holdings, L.P. (the "Purchaser"),
                 entered into an Agreement and Plan of Merger, dated as of 
                 August 27, 1994 (the "Merger Agreement") providing for the
                 merger of Madison Square Garden Corporation, a Delaware
                 corporation ("MSG"), with and into the Purchaser, with the
                 Purchaser as the surviving corporation (the "Merger").

                      The Merger Agreement provides that, at the effective
                 time of the Merger, all the issued and outstanding shares
                 of common stock, no par value, of MSG will be cancelled
                 and converted automatically into the right to receive an
                 aggregate of approximately $1.075 billion in cash.

                      Consummation of the Merger is subject to certain
                 conditions, including among other things, (i) expiration
                 or termination of the waiting period under the Hart-Scott-
                 Rodino Antitrust Improvements Act of 1976 and (ii) receipt
                 of necessary approvals from the National Basketball
                 Association and the National Hockey League.

                      A copy of the press release by Viacom, dated August
                 28, 1994, relating to the above-described transaction is
                 attached hereto as Exhibit 99 (a) and is incorporated
                 herein by reference.

                      2.  On August 31, 1994, Viacom agreed to sell the
                 assets of television station WTXF in Philadelphia,
                 Pennsylvania to Fox Television Stations, Inc. for $200
                 million and other consideration.  Consummation of the sale
                 is subject to, among other things, expiration or
                 termination of the waiting period under the Hart-Scott-
                 Rodino Antitrust Improvements Act of 1976 and receipt of 
                 approval of the Federal Communications Commission.

                      A copy of the press release by Viacom, dated August
                 31, 1994, relating to the sale of WTXF is attached hereto
                 as Exhibit 99 (b) and is incorporated herein by reference.


                 Item 7.    Financial Statements, Pro Forma Financial
                            Information and Exhibits.

                          (c)  The following exhibits are filed as part of
                               this report on Form 8-K:

                  Exhibit 99    (a) Press release by Viacom Inc., dated
                                    August 28, 1994.
                                (b) Press release by Viacom Inc. dated
                                    August 31, 1994.


                                         Page 2 of 8 Pages
                                         -----------------
<PAGE>


                                     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
            hereunto duly authorized.


                                    PARAMOUNT COMMUNICATIONS INC.



            Date:  September 1, 1994            By:  /s/ Michael D. Fricklas
                                                     -----------------------
                                                    Michael D. Fricklas
                                                    Senior Vice President,
                                                      Deputy General Counsel









                                    Page 3 of 8 Pages
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<PAGE>






                                        EXHIBIT INDEX
                                        -------------

        Exhibit No.             Description                       Page
        -----------             -----------                       ----


       Exhibit 99     (a)  Press Release by Viacom Inc. dated
                           August 28, 1994                          5

                      (b)  Press Release by Viacom Inc. dated
                           August 31, 1994                          7














                                         Page 4 of 8 Pages
                                         -----------------







                                                     EXHIBIT 99 (a)
                                                     --------------


                 VIACOM INC. AGREES TO SELL MADISON SQUARE GARDEN
                          TO ITT/CABLEVISION PARTNERSHIP

            New York, New York, August 28, 1994 -- Viacom Inc. (AMEX:
            VIA and VIAB) announced today that it has signed a
            definitive agreement to sell the operations of its Madison
            Square Garden unit to a partnership of ITT Corporation
            (NYSE: ITT) and Cablevision Systems Corporation (AMEX:
            CVC) for $1.075 billion.  Madison Square Garden
            principally includes the New York facility, the Garden's
            resident professional sports teams -- the Knicks and the
            Rangers -- and the MSG regional cable sports network.

            Proceeds from the transaction will be used to repay debt. 
            Viacom originally announced its exploration of the sale of
            the operations of Madison Square Garden on May 3, 1994. 
            The transaction is expected to be completed in the fall of
            1994.

            Sumner M. Redstone, Chairman of the Board of Viacom Inc.,
            said, "The sale of Madison Square Garden is a significant
            step in realizing our financial objectives and furthers
            our strategic focus as a content-driven enterprise.  We
            are delighted to be selling Madison Square Garden to ITT
            and Cablevision Systems.  They understand the value of the
            Garden, with its unique combination of assets, and are
            committed to realizing its potential for growth."

            Frank J. Biondi, Jr., President and Chief Executive
            Officer of Viacom Inc., said, "Madison Square Garden is a
            premium property and we are pleased we were able to
            convert its inherent value into a tangible benefit for our
            shareholders while taking a giant step forward in
            strengthening our balance sheet."

            The investment banking firm of Allen & Company
            Incorporated served as advisor to Viacom Inc. on the sale
            of Madison Square Garden.

                                      -more-

                                    Page 5 of 8 Pages
                                    -----------------



<PAGE>



                                        -2-

            Viacom Inc. is one of the world's largest entertainment
            and publishing companies and a leading force in nearly
            every segment of the international media marketplace.  The
            operations of Viacom include Paramount Pictures; Paramount
            Television; MTV Networks; Showtime Networks Inc.; Simon &
            Schuster; Viacom Interactive Media; five regional theme
            parks; movie screens in 11 countries; cable systems
            serving 1.1 million customers; 12 television stations; and
            14 radio stations.  Blockbuster Entertainment Corporation
            is expected to merge into Viacom Inc. following a vote of 
            the shareholders of both companies on September 29, 1994. 
            National Amusements, Inc., a closely held corporation
            which owns and operates nearly 850 movie screens in the
            U.S. and the U.K., is the parent company of Viacom Inc.

            ITT is a diversified, multinational company with 1993
            sales of $22.8 billion.  The company has operations in 61
            countries around the world and 110,000 employees,
            including over 3,000 in New York City.

            Cablevision Systems Corporation owns and operates cable
            television systems in 19 states serving 2.5 million
            subscribers of which more than 1.4 million are located in 
            the New York City tri-state area and through its Rainbow
            programming subsidiary owns interests in companies which
            produce and distribute American Movie Classics, Bravo,
            Romance Classics, eight regional SportsChannels in New
            York, Philadelphia, New England, Florida, Ohio, Chicago,
            San Francisco, Cincinnati, and Prism -- a sports and movie
            service in the Philadelphia area, The Prime Network,
            NewSport, News 12, MuchMusic and The Independent Film
            Channel, as well as Rainbow Advertising Sales Company, CNI
            and Rainbow Network Communications.

                                     #   #   #

            Contact:  Viacom Inc.
                      Carl Folta          Nancy Bushkin
                      212/258-6352        212/258-6362

                                    Page 6 of 8 Pages
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                                                     EXHIBIT 99 (b)
                                                     --------------

               VIACOM AGREES TO SELL WTXF-TV IN PHILADELPHIA TO FOX

            New York, New York, August 31, 1994 -- Viacom Inc. (AMEX:
            VIA and VIAB) announced today that it has agreed to sell
            the assets of television station WTXF in Philadelphia to
            Fox Television Stations, Inc. for $200 million and other
            consideration.  The transaction is subject to regulatory
            approvals.  WTXF will continue to be operated as an
            affiliate of the Fox Broadcasting Company and is the new
            home of the Philadelphia Eagles.

            WTXF-29 is part of Viacom's Paramount Television Group. 
            The group includes three NBC affiliates, WVIT-TV,
            Hartford, CT; WNYT-TV, Albany, NY; and WHEC-TV, Rochester,
            NY; two CBS affiliates, KMOV-TV, St. Louis, and KSLA-TV,
            Shreveport, LA; and three Fox affiliates, WKBD-TV,
            Detroit, MI; WLFL-TV, Raleigh/Durham, NC; and KRRT-TV, San
            Antonio, TX.  The group also includes three independent
            stations, KTXA, Dallas, TX; KTXH, Houston, TX; and WDCA,
            Washington, D.C..  Viacom recently reached agreements to
            sell its Raleigh/Durham and San Antonio stations.

            At Viacom's election, WTXF in Philadelphia may become a
            secondary affiliate of the United/Paramount network for a
            specified period.  The United/Paramount network is
            scheduled to launch in January 1995.

                                      -more-


                                    Page 7 of 8 Pages
                                    -----------------



<PAGE>



                                        -2-

            Viacom Inc. is one of the world's largest entertainment
            and publishing companies and a leading force in nearly
            every segment of the international media marketplace.  The
            operations of Viacom include Paramount Pictures; Paramount
            Television; MTV Networks; Showtime Networks Inc.; Simon &
            Schuster; Viacom Interactive Media; five regional theme
            parks; movie screens in 11 countries; cable systems
            serving 1.1 million customers; 12 television stations; and
            14 radio stations.  Blockbuster Entertainment Corporation
            is expected to merge into Viacom Inc. following a vote of 
            the shareholders of both companies on September 29, 1994. 
            National Amusements, Inc., a closely held corporation
            which owns and operates nearly 850 movie screens in the
            U.S. and the U.K., is the parent company of Viacom Inc.



                                     #   #   #



            Contact:  Viacom Inc.              Paramount Television Group
                      Nancy Bushkin            John Wentworth
                      212/258-6362             213/956-5394

                      Fox Inc.
                      Dennis Petrofskey
                      310/203-1755






                                    Page 8 of 8 Pages
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