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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 25
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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This Amendment No. 25 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 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 January 14, 1994, QVC's attorneys delivered a letter
to Paramount's attorneys with respect to the Bidding Procedures.
A copy of the letter from QVC's attorneys is filed as Exhibit
No. 74 to the Schedule 14D-9 and is incorporated herein by
reference.
On January 18, 1994, Paramount's attorneys delivered a
letter to QVC's attorneys responding to the January 14 letter.
A copy of the letter from Paramount's attorneys is filed as
Exhibit No. 75 to the Schedule 14D-9 and is incorporated herein
by reference.
By letter to Paramount's attorneys dated January 15, 1994,
the Commission set forth its position that a two-tier tender offer
must remain open for at least ten business days following a change
in the back-end consideration in such tender offer. A copy of the
Commission's letter is filed as Exhibit No. 76 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:
(6) Rudolph L. Hertlein, Senior Vice President and Controller of
Paramount, on December 23, 1993, sold 7,681 Shares in the open
market for a price of $79.25 per Share.
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2
(7) Eugene I. Meyers, former Senior Vice President and Senior Tax
Counsel of Paramount, on December 23, 1993, exercised options
to purchase 51,320 Shares for prices ranging from $37.50 to
$55.00 and, on December 23, 1993, sold 51,420 Shares in the
open market for prices ranging from $80.50 to $80.75 per Share.
(8) Trusts of which Samuel J. Silberman, a director of Paramount,
is a trustee and beneficiary, on December 23, 1993, sold 7,666
Shares in the open market for a price of $79.25 per Share and
trusts of which Mr. Silberman is a trustee, on December 23,
1993, sold 2,250 Shares in the open market for a price of
$79.25 per Share.
(9) Jerry Sherman, a Senior Vice President of Paramount, on
December 8, 1993, exercised options to purchase 25,500 Shares
for prices ranging from $20.19 to $55.00 and, on December 8,
1993, sold 25,500 Shares in the open market for a price of
$79.25 per Share.
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 of this Amendment No. 25
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 74 - Letter from Wachtell, Lipton, Rosen & Katz to Simpson
Thacher & Bartlett dated January 14, 1994.
Exhibit 75 - Letter from Simpson Thacher & Bartlett to Wachtell,
Lipton, Rosen & Katz dated January 18, 1994.
Exhibit 76 - Letter from the Commission to Simpson Thacher &
Bartlett dated January 15, 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
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Name: Donald Oresman
Title: Executive Vice President
Dated: January 18, 1994
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EXHIBIT INDEX
Exhibit Description Page No.
- ------- ----------- --------
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).
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* Previously filed.
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Exhibit Description Page No.
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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.
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.
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* Previously filed.
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Exhibit Description Page No.
- ------- ----------- --------
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.
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.
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* Previously filed.
WACHTELL, LIPTON, ROSEN & KATZ
January 14, 1994
VIA TELECOPY
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Richard I. Beattie, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Dear Dick:
As you know, it is our position that the January 7 Viacom offer
was in breach of the Exemption Agreement. The proposals you have put forward
do not deal with that breach nor do they suggest that all parties confirm that
any new bid must have a higher aggregate market value, front and back ends
combined, than the other offeror's then-current bid. As you know, we believe
that is what the agreements currently require, and if any clarification is
warranted, that is the one that would be the most beneficial to the Paramount
stockholders and the one best designed to meet the objectives the Paramount
Board announced on Wednesday.
QVC continues to reserve all of its rights, including its right to
determine not to extend its existing offer further in response to any new offer
that may be made by Viacom during the present extension period.
Very truly yours,
/s/ Marty
Martin Lipton
SIMPSON THACHER & BARTLETT
(A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS)
(212) 455-2635
VIA TELECOPY January 18, 1994
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Martin Lipton, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Dear Marty:
In response to your letter of January 14, as we have previously
advised you, Paramount has no reason to believe that the January 7th Viacom
offer was in breach of the Exemption Agreement. We also do not agree that the
agreements currently provide that any new bid must have a higher aggregate
market value, front and back ends combined, than the other offeror's then
current bid. Moreover, any amendment that would provide for such a provision
would raise difficult valuation issues with respect to the back-end
consideration that does not have a readily ascertainable market value and
definitional issues as to the term "higher" given the Board's and
marketplaces's preference for cash.
With regard to the proposals we put forward, Viacom has agreed in
substance to the clarifying amendments. We would again urge you to seriously
consider the proposals, particularly since they would meet QVC's stated
objective of ending the bidding according to the timetable now set forth in
the procedure you have agreed to.
As a final matter, we note that your letter reserves to QVC the
right to determine whether to extend its offer in response to any new offer
that may be made by Viacom. Paramount believes that any action that QVC takes
with respect to its tender offer is governed by the Merger Agreement between
QVC and Paramount, including the obligation to extend such offer to keep the
Viacom and QVC tender offers on the same schedule and to honor the "pour-over"
provision. Indeed, QVC's obligations under the "pour-over" provisions are
binding on QVC whether or not Viacom complies with the Exemption Agreement.
If you would like to discuss these matters further, please feel free
to call me.
Sincerely,
/s/ Richard I. Beattie
Richard I. Beattie
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
January 15, 1994
Via Facsimile [(212) 455-2502] and U.S. Mail
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Stop 3-4
John Finley, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Re: Paramount Communications, Inc. (the "Company")
Schedule 14D-9, as amended, (with respect to the tender
offer by QVC Network)
File No. 5-10760
Dear Mr. Finley:
This will confirm your conversation yesterday with Lloyd Spencer of the
staff.
In that conversation you requested guidance on the staff's position about
the minimum length of time an offer must remain open after a change in the
back-end consideration of a two-tier tender offer. You were informed that it
is the staff's position that an offer must remain open for a minimum of ten
business days after notice of such change to the back-end consideration is
first published or sent or given to security holders. See Exchange Act
Release No. 23421 (July 11, 1986), fn. 70.
The staff assumes that such information will be provided to both QVC and
Viacom in the course of Paramount's administration of its bidding procedures.
Any additional questions regarding the above issue may be addressed the
undersigned or to Lloyd Spencer at (202) 272-3097.
Sincerely,
/s/ Gregg W. Corso
Gregg W. Corso
Chief
Office of Tender Offers
