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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 32
TO
SCHEDULE 14D-9
(WITH RESPECT TO THE TENDER OFFER BY VIACOM 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. 32 supplements and amends to the extent indicated herein
the Solicitation/Recommendation Statement on Schedule 14D-9 of Paramount
Communications Inc., as amended and restated on October 27, 1993 (as
supplemented and amended through the date hereof, the "Schedule 14D-9"),
initially filed with the Securities and Exchange Commission on October 25, 1993,
with respect to the Revised Viacom Offer (as described herein and therein).
Capitalized terms used herein and not otherwise defined herein have the
meanings ascribed to such terms in the Schedule 14D-9.
ITEM 2. TENDER OFFER OF THE BIDDER
The response to Item 2 is hereby supplemented and amended as follows:
On February 1, 1994, Viacom issued a press release announcing, among
other things, the extension of its tender offer until 12:00 midnight on
February 14, 1994. A copy of Viacom's press release is filed as Exhibit
No. 99 to the Schedule 14D-9 and is incorporated herein by reference.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
The response to Item 7(a) is hereby supplemented and amended
as follows:
On February 1, 1994, QVC issued a press release announcing the
extension of its tender offer until 12:00 midnight on February 14, 1994. A
copy of QVC's press release is filed as Exhibit No. 100 to the Schedule
14D-9 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby supplemented and amended to add the
following:
Exhibit 99 - Press Release issued by Viacom on February 1, 1994.
Exhibit 100 - Press Release issued by QVC on February 1, 1994.
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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: February 1, 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* Amended and Restated Agreement and Plan of Merger, dated as
of October 24, 1993, between Paramount and Viacom.
4* Stock Option Agreement, dated as of September 12, 1993, as
amended on October 24, 1993, between Paramount and Viacom.
5* Voting Agreement, dated as of September 12, 1993, as amended
on October 24, 1993, between Paramount and Amusements.
6* Press Release issued on October 24, 1993.
7* Letter to Stockholders of Paramount dated October 25, 1993.
8* Press Release issued on November 6, 1993.
9* Letter to Stockholders of Paramount dated November 8, 1993
with respect to the Viacom Offer.
10* Amendment No. 1, dated as of November 6, 1993, to the
Amended and Restated Agreement and Plan of Merger, dated as
of October 24, 1993, between Paramount and Viacom.
11* Letter to Stockholders of Paramount dated November 8, 1993
with respect to the QVC Offer.
12* Press Release issued by Viacom on November 12, 1993.
13* Press Release issued on November 15, 1993.
14* Letter to Stockholders of Paramount dated November 16, 1993
with respect to the QVC Offer.
15* Press Release issued by Viacom on November 19, 1993.
16* Press Release issued by QVC on November 20, 1993.
17* Press Release issued by Viacom on November 22, 1993.
18* Press Release issued by QVC on November 22, 1993.
19* Press Release issued by Viacom on November 23, 1993.
20* Press Release issued by QVC on November 23, 1993.
21* Press Release issued by Viacom on November 24, 1993.
22* Press Release issued by QVC on November 24, 1993.
23* Memorandum Opinion in QVC Network, Inc. v. Paramount
Communications Inc., et al., Civ. Action No. 13208 (Del. Ch.
November 24, 1993).
24* Preliminary Injunction Order in QVC Network, Inc. v.
Paramount Communications Inc., et al., Civ. Action No. 13208
(Del. Ch. November 24, 1993).
25* Press Release issued by Paramount on November 24, 1993.
26* Press Release issued by Viacom on November 24, 1993.
27* Press Release issued by Viacom on November 26, 1993.
28* Press Release issued by Viacom on November 29, 1993.
29* Order of the Delaware Supreme Court dated November 29, 1993.
30* Press Release issued by QVC on December 1, 1993.
31* Revised Memorandum Opinion in QVC Network, Inc. v. Paramount
Communications Inc., et al., Civ. Action No. 13208 (Del. Ch.
November 24, 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* Press Release issued by Paramount on December 9, 1993.
34* Press Release issued by QVC on December 10, 1993.
35* Order in Paramount Communications Inc., et al. v. QVC
Network, Inc., Civ. Action No. 13208 (Del. December 9,
1993).
36* Press Release issued by QVC on December 9, 1993.
37* Letter from Richards, Layton & Finger to Vice Chancellor
Jack B. Jacobs of the Delaware Court of Chancery dated
December 10, 1993.
38* Bidding Procedures of Paramount dated December 14, 1993.
39* Press Release issued by Paramount on December 14, 1993.
40* Letter to Stockholders of Paramount dated December 14, 1993
with respect to the Viacom Offer and the QVC Offer.
41* Press Release issued by Viacom on December 14, 1993.
42* Press Release issued by QVC on December 14, 1993.
43* Letter from Wachtell, Lipton, Rosen & Katz to Lazard dated
December 14, 1993.
44* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated December 15, 1993.
45* Press Release issued by Paramount on December 15, 1993.
46* Press Release issued by QVC on December 16, 1993.
47* 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.
48* 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).
49* Letter from Shearman & Sterling to Lazard dated December 15,
1993.
50* Letter from Simpson Thacher & Bartlett to Shearman &
Sterling dated December 16, 1993.
51* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated December 17, 1993.
52* Press Release issued by Paramount on December 20, 1993.
53* Press Release issued by Paramount on December 22, 1993.
54* Press Release issued by QVC on December 22, 1993.
55* Notice of Termination dated December 22, 1993 delivered by
Paramount to Viacom.
56* Exemption Agreement, dated as of December 22, 1993, between
Viacom and Paramount.
57* Letter to Stockholders of Paramount dated December 23, 1993
with respect to the Revised QVC Offer and the Viacom Offer.
58* Opinion of Lazard dated December 21, 1993.
59* Agreement and Plan of Merger, dated as of December 22, 1993,
between Paramount and QVC.
60* Voting Agreement dated December 22, 1993 among BellSouth
Corporation, Comcast Corporation, Cox Enterprises, Inc.,
Advance Publications, Inc. and Arrow Investments, L.P.
61* First Amendment, dated as of December 27, 1993, to Agreement
and Plan of Merger, dated as of December 22, 1993, between
Paramount and QVC.
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* Previously filed.
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EXHIBIT DESCRIPTION PAGE NO.
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62* Press Release issued by Viacom on January 7, 1994.
63* Press Release issued by Viacom on January 9, 1994.
64* Press Release issued by Paramount on January 7, 1994.
65* Press Release issued by QVC on January 7, 1994.
66* Press Release issued by QVC on January 10, 1994.
67* Letter from Wachtell, Lipton, Rosen & Katz to the Paramount
Board dated January 11, 1994.
68* Letter from Shearman & Sterling to the Paramount Board dated
January 12, 1994.
69* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated January 13, 1994.
70* Press Release issued by Paramount on January 12, 1994.
71* Letter from Simpson Thacher & Bartlett to Sherman & Sterling
and Wachtell, Lipton, Rosen & Katz dated January 13, 1994.
72* Letter to Stockholders of Paramount dated January 13, 1994
with respect to the Current QVC Offer and the Revised Viacom
Offer.
73* Opinion of Lazard dated January 12, 1994.
74* Letter from Wachtell, Lipton, Rosen & Katz to Simpson
Thacher & Bartlett dated January 14, 1994.
75* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated January 18, 1994.
76* Letter from the Commission to Simpson Thacher & Bartlett
dated January 15, 1994.
77* Press Release issued by Viacom on January 18, 1994.
78* Press Release issued by Paramount on January 18, 1994.
79* Press Release issued by QVC on January 19, 1994.
80* Agreement and Plan of Merger, dated as of January 21, 1994,
between Paramount and Viacom.
81* Voting Agreement, dated as of January 21, 1994, between
Paramount and Amusements.
82* Press Release issued by Paramount on January 21, 1994.
83* Letter to Stockholders of Paramount dated January 24, 1994
with respect to the Current QVC Offer and the Revised Viacom
Offer.
84* Opinion of Lazard dated January 21, 1994.
85* Notice of Termination dated January 21, 1994 delivered by
Paramount to QVC.
86* Exemption Agreement, dated as of January 21, 1994, between
QVC and Paramount.
87* Letter from Viacom to Paramount dated January 19, 1994.
88* Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated January 20, 1994.
89* Letter from Shearman & Sterling to Paramount dated January
21, 1994.
90* Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated January 24, 1994.
91* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated January 24, 1994.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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92* Letter from Shearman & Sterling to Paramount dated January
25, 1994.
93* Letter from Paramount to Shearman & Sterling dated January
25, 1994.
94* First Amendment, dated as of January 27, 1994, to Agreement
and Plan of Merger, dated as of January 21, 1994, between
Viacom and Paramount.
95* First Amendment, dated as of January 27, 1994, to Exemption
Agreement, dated as of December 22, 1993, between Viacom and
Paramount.
96* Letter from Simpson Thacher & Bartlett to Shearman &
Sterling and Wachtell, Lipton, Rosen & Katz dated January
27, 1994.
97* First Amendment, dated as of January 27, 1994, to Exemption
Agreement, dated as of January 21, 1994, between QVC and
Paramount.
98* Form of Agreement and Plan of Merger between QVC and
Paramount.
99 Press Release issued by Viacom on February 1, 1994.
100 Press Release issued by QVC on February 1, 1994.
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* Previously filed.
VIACOM EXTENDS TENDER OFFER FOR PARAMOUNT
New York, New York, February 1, 1994 -- Viacom Inc. (ASE: VIA
and VIAB) announced today that the minimum condition of its
tender offer (50.1% of the shares of Paramount Communications
Inc. then outstanding on a fully diluted basis) had not been
satisfied as of midnight January 31, 1994 and that it had been
notified by Paramount that the similar minimum condition of
the tender offer of QVC Network, Inc. had also not been satisfied
as of such time. Accordingly, in compliance with its obligations
under its merger agreement with Paramount, Viacom has extended
its tender offer until 12:00 midnight, New York City time,
on Monday, February 14, 1994.
Viacom said that as of 12:00 midnight on January 31, 1994,
approximately 21,655,899 shares of Paramount stock had been
tendered and not withdrawn, of which 17,321,396 shares were
tendered pursuant to notices of guaranteed delivery.
# # #
Contact: Viacom Inc. Edelman
Raymond A. Boyce Elliot Sloane
212/258-6530 212/704-8126
QVC EXTENDS TENDER OFFER
WEST CHESTER, Pa., Feb. 1 -- QVC Network Inc. (NASDAQ: QVCN) announced
today that it has extended the expiration date of its tender offer for 50.1
percent of the common stock of Paramount Communications Inc. (NYSE: PCI) to
12:00 midnight, New York City time on Monday, February 14, 1994. As of 12:00
midnight, New York City time, on Monday, January 31, 1994, approximately
19,037,288 shares of Paramount common stock had been tendered in the offer.
# # #
CONTACT: (Press) Michael Rourke, 212-371-5999, or Donald Van de Mark,
215-429-5666, both of QVC; or (Investors) William F. Costello of QVC,
215-430-8938; or Diana Brainerd of Abernathy/MacGregor/Scanlon,
212-371-5999.
