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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 37
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. 37 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 Current Viacom 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 3. IDENTITY AND BACKGROUND
The response to Item 3(b) is hereby supplemented and amended as follows:
On February 10, 1994, Viacom delivered a letter to the Paramount
Board, a copy of which is filed as Exhibit No. 111 to the Schedule 14D-9
and is incorporated herein by reference.
On February 11, 1994, Paramount delivered a letter to QVC's attorneys,
a copy of which is filed as Exhibit No. 112 to the Schedule 14D-9 and is
incorporated herein by reference.
On February 11, 1994, Paramount issued a press release, a copy of
which is filed as Exhibit No. 113 to the Schedule 14D-9 and is incorporated
herein by reference.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES
The response to Item 6(a) is hereby supplemented and amended as follows:
(12) Robert C. Greenberg, a Senior Vice President of Paramount, on January
7, 1994, sold 51 Shares in the open market for $78.75 per Share.
(13) Lawrence E. Levinson, Senior Vice President, Government Relations, of
Paramount, on January 18, 1994, sold 15,400 Shares in the open market
for $80.00 per Share.
The response to Item 6(b) is hereby amended and restated to read in its
entirety as follows:
(b) To the best knowledge of Paramount, all if its directors and
executive officers presently intend to tender all Shares held by them to
Viacom pursuant to the Current Viacom Offer. The foregoing does not
include any Shares over which, or with respect to which, any such director
or executive officer acts in a fiduciary or representative capacity or is
subject to instructions from a third party with respect to such tender.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT
COMPANY
The response to Item 7(b) is hereby supplemented and amended as follows:
The information set forth in Item 3(b) of this Amendment
No. 37 is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The response to Item 8 is hereby supplemented and amended as follows:
On February 8, 1994, QVC's attorneys delivered a letter to Paramount's
attorneys, a copy of which is filed as Exhibit No. 114 to the Schedule 14D-
9 and is incorporated herein by reference. On February 10, 1994, Paramount
delivered a response letter to QVC's attorneys, a copy of which is filed as
Exhibit No. 115 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 111 - Letter from Viacom to the Paramount Board dated
February 10, 1994.
Exhibit 112 - Letter from Paramount to Wachtell, Lipton, Rosen
& Katz dated February 11, 1994.
Exhibit 113 - Press Release issued by Paramount on February 11,
1994.
Exhibit 114 - Letter from Wachtell, Lipton, Rosen & Katz to
Simpson Thacher & Bartlett dated February 8,
1994.
Exhibit 115 - Letter from Paramount to Wachtell, Lipton, Rosen
& Katz dated February 10, 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: February 11, 1994
2
<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).
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.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
- --------- ----------- ---------
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.
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 Shearman & 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.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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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 Simpson Thacher
& Bartlett dated January 20, 1994.
89* Letter from Shearman & Sterling to Paramount dated
January 21, 1994.
90* Letter from Wachtell, Lipton, Rosen & Katz to Simpson Thacher &
Bartlett dated January 24, 1994.
91* Letter from Paramount to Wachtell, Lipton, Rosen & Katz dated
January 24, 1994.
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.
101* Press Release issued by Viacom on February 1, 1994.
102* Press Release issued by Viacom on February 1, 1994.
103* Press Release issued by Paramount on February 1, 1994.
104* Press Release issued by QVC on February 1, 1994.
105* Amended and Restated Agreement and Plan of Merger, dated as of
February 4, 1994, between Paramount and Viacom.
106* Press Release issued by Paramount on February 4, 1994.
107* Letter to Stockholders of Paramount dated February 7, 1994
with respect to the Current QVC Offer and the Current Viacom Offer.
108* Opinion of Lazard dated February 4, 1994.
109* Form of Agreement and Plan of Merger between Paramount and QVC.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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110* Opinion in Paramount Communications Inc., et al. v. QVC
Network, Inc., Civ. Action No. 13208 (Del. February 4,
1994).
111 Letter from Viacom to the Paramount Board dated February
10, 1994.
112 Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated February 11, 1994.
113 Press Release issued by Paramount on February 11, 1994.
114 Letter from Wachtell, Lipton, Rosen & Katz to Simpson
Thacher & Bartlett dated February 8, 1994.
115 Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated February 10, 1994.
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* Previously filed.
Viacom International Inc. Viacom Broadcasting
1515 Broadway Viacom Cable
New York, NY 10036-5794 Viacom Entertainment
Viacom Networks
Philippe P. Dauman
Senior Vice President
General Counsel and Secretary
VIACOM
February 10, 1994
Board of Directors
Paramount Communications Inc.
15 Columbus Circle
New York, New York
Attn: Donald Oresman,
Executive Vice President and General Counsel
Ladies and Gentlemen:
Since February 1, 1994, there have been persistent reports in The New
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York Times, The Wall Street Journal and other publications that BellSouth
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and other co-investors in QVC's tender may support the price of QVC's stock
through open-market purchases. Press reports on February 9 and 10
indicated that at meetings with Paramount investors this week,
representatives of QVC not only stated that QVC is considering changing its
offer for Paramount, but also explicitly claimed that BellSouth and perhaps
other co-investors of QVC might engage in open-market purchases of QVC's
stock in order to support its price. Several of the investors and analysts
who attended these meetings have confirmed to either Viacom or Smith Barney
Shearson that the press accounts of these meetings are true.
Viacom believes that these reported statements are a backdoor attempt
by QVC to change its offer after the February 1 deadline established by the
Paramount Board and are a clear violation of the bidding procedures that
QVC contractually agreed to follow. In addition, the reported statements
seem explicitly designed to support QVC's stock price, manipulate the
market's perception of QVC's offer, prevent Viacom from obtaining 50.1% of
Paramount's outstanding shares on February 14, and generally confuse the
market concerning the bidding process established by the Paramount Board.
Accordingly, the reported statements not only breach QVC's contractual
obligations to Paramount but are on their face crude attempts at market
manipulation in violation of federal securities law. This is especially
<PAGE>
true given that there are serious legal and regulatory obstacles to
BellSouth making market purchases of QVC stock even if it wanted to do so.
Viacom has meticulously complied with the Paramount Board's bidding
procedures and views QVC's and its co-investors' statements as serious
violations of the bidding rules and securities laws. Any failure to
enforce the procedures would constitute a material breach of our agreement.
We urge you, in the interests of Paramount and its shareholders, to take
vigorous action to stop QVC's abuse of a process designed to let the
shareholders decide which of our two final bids is better without exposing
the shareholders to all of the risks inherent in further delays. For our
part, we will monitor the situation and will consider all options and
remedies available to us under the Merger Agreement and the federal
securities laws if QVC's violations interfere with the letter, spirit and
intent of the procedures we all accepted.
Very truly yours,
/s/ Philippe P. Dauman
Philippe P. Dauman
PPD/no
Paramount Communications Inc.
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
Paramount Communications Inc.
15 Columbus Circle
New York, NY 10023-7780 NEWS
212- 373-8000
Fax 212 373-8558
FOR IMMEDIATE RELEASE February 11, 1994
NEW YORK, N.Y., Feb. 11 -- Paramount Communications Inc., in response to
inquiries, stated today that if neither Viacom nor QVC obtains 50.1% of
Paramount's stock by midnight on February 14, 1994, then the agreements
between Paramount, QVC and Viacom provide that the bidding procedures terminate.
Paramount was responding to questions asked by shareholders and requests
by the staff of the Securities and Exchange Commission, which expressed concern
that there might be confusion in the marketplace.
Martin S. Davis, chairman and chief executive officer of Paramount
Communications, again urged all shareholders to tender their shares by midnight
February 14 because of the "desirability of completing the bidding process
expeditiously in conformity with the bidding procedures." He also pointed out
that "the bidding procedures provided a fair and orderly process to achieve the
highest value for shareholders and to assure shareholder choice."
# # #
Contact: Paramount Communications Inc. Kekst and Company
Jerry Sherman Jeffrey Z. Taufield
212-373-8725 212-593-2655
Carl Folta
212-373-8530
WACHTELL, LIPTON, ROSEN & KATZ
February 8, 1994
VIA FACSIMILE
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Alan M. Klein, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
Dear Alan:
In order for QVC to understand the analysis underlying
Lazard Freres' opinion delivered to the Paramount Board of
Directors on February 4, 1994, and to determine whether the bases
for Lazard's opinion remain valid, we would appreciate your
providing a copy of the Lazard presentation to the Paramount
Board evaluating the QVC and Viacom offers. We would appreciate
it if you would deliver these documents as early as possible
today.
Very truly yours,
/s/ Mitchell
Mitchell S. Presser
PARAMOUNT COMMUNICATIONS INC.
February 10, 1994
Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Dear Martin:
Because final offers have already been submitted by each
party, we do not believe that providing to QVC the Lazard Freres
presentation to the Board of Directors with respect to the
bidding process will serve any useful purpose. However, we
enclose the presentation for your information in response to your
request for it.
The above material is being delivered to you pursuant to a
confidentiality agreement between Lazard Freres and QVC which I
understand has been executed.
Sincerely,
/s/ Donald Oresman
cc: Stephen Volk, Esq.
