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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 30
TO
SCHEDULE 14D-9
(WITH RESPECT TO THE TENDER OFFER BY QVC NETWORK, 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. 30 supplements and amends to the extent indicated
herein the Solicitation/Recommendation Statement on Schedule 14D-9 of Paramount
Communications Inc., filed with the Securities and Exchange Commission on
November 8, 1993 (as supplemented and amended through the date hereof, the
"Schedule 14D-9"), with respect to the Current QVC 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, QVC issued a press release, a copy of which is
filed as Exhibit No. 99 to the Schedule 14D-9 and is incorporated herein
by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4(a) is hereby supplemented and amended as follows:
On February 1, 1994, Paramount issued a press release, a copy of
which is filed as Exhibit No. 100 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, Viacom issued two press releases, copies of
which are filed as Exhibit Nos. 101 and 102 to the Schedule 14D-9 and are
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 QVC on February 1, 1994.
Exhibit 100 - Press Release issued by Paramount on February 1, 1994.
Exhibit 101 - Press Release issued by Viacom on February 1, 1994.
Exhibit 102 - Press Release issued by Viacom on February 1, 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 2, 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* Press Release issued on November 6, 1993.
4* Letter to Stockholders of Paramount dated November 8, 1993
with respect to the Viacom Offer.
5* Letter to Stockholders of Paramount dated November 8, 1993
with respect to the QVC Offer.
6* Amended and Restated Agreement and Plan of Merger, dated as
of October 24, 1993, between Paramount and Viacom.
7* Amendment No. 1, dated as of November 6, 1993, to the
Amended and Restated Agreement and Plan of Merger.
8* Stock Option Agreement, dated as of September 12, 1993, as
amended on October 24, 1993, between Paramount and Viacom.
9* Voting Agreement, dated as of September 12, 1993, as amended
on October 24, 1993, between Paramount and Amusements.
10* Press Release issued by Viacom on November 12, 1993.
11* Press Release issued on November 15, 1993.
12* Letter to Stockholders of Paramount dated November 16, 1993
with respect to the QVC Offer.
13* Press Release issued by QVC on November 20, 1993.
14* Press Release issued by Viacom on November 19, 1993.
15* Press Release issued by QVC on November 22, 1993.
16* Press Release issued by Viacom on November 22, 1993.
17* Press Release issued by QVC on November 23, 1993.
18* Press Release issued by Viacom on November 23, 1993.
19* Press Release issued by QVC on November 24, 1993.
20* Press Release issued by Viacom on November 24, 1993.
21* Memorandum Opinion in QVC Network, Inc. v. Paramount
Communications Inc., et al., Civ. Action No. 13208 (Del. Ch.
November 24, 1993).
22* Preliminary Injunction Order in QVC Network, Inc. v.
Paramount Communications Inc., et al., Civ. Action No. 13208
(Del. Ch. November 24, 1993).
23* Press Release issued by Paramount on November 24, 1993.
24* Press Release issued by Viacom on November 24, 1993.
25* Press Release issued by Viacom on November 26, 1993.
26* Press Release issued by Viacom on November 29, 1993.
27* Order of the Delaware Supreme Court dated November 29, 1993.
28* Press Release issued by QVC on December 1, 1993.
29* Revised Memorandum Opinion in QVC Network, Inc. v. Paramount
Communications Inc., et al., Civ. Action No. 13208 (Del. Ch.
November 24, 1993).
30* Press Release issued by QVC on December 10, 1993.
31* Press Release issued by Paramount on December 9, 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* Order in Paramount Communications Inc., et al. v. QVC
Network, Inc., Civ. Action No. 13208 (Del. December 9,
1993).
34* Press Release issued by QVC on December 9, 1993.
35* Letter from Richards, Layton & Finger to Vice Chancellor
Jack B. Jacobs of the Delaware Court of Chancery dated
December 10, 1993.
36* Bidding Procedures of Paramount dated December 14, 1993.
37* Press Release issued by Paramount on December 14, 1993.
38* Letter to Stockholders of Paramount dated December 14, 1993
with respect to the Viacom Offer and the QVC Offer.
39* Press Release issued by QVC on December 14, 1993.
40* Press Release issued by Viacom on December 14, 1993.
41* Press Release issued by QVC on December 16, 1993.
42* Letter from Wachtell, Lipton, Rosen & Katz to Lazard dated
December 14, 1993.
43* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated December 15, 1993.
44* Press Release issued by Paramount on December 15, 1993.
45* 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.
46* 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).
47* Letter from Shearman & Sterling to Lazard dated December 15,
1993.
48* Letter from Simpson Thacher & Bartlett to Shearman &
Sterling dated December 16, 1993.
49* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated December 17, 1993.
50* Press Release issued by Paramount on December 20, 1993.
51* Press Release issued by QVC on December 22, 1993.
52* Press Release issued by Paramount on December 22, 1993.
53* Agreement and Plan of Merger, dated as of December 22, 1993,
between Paramount and QVC.
54* Voting Agreement dated December 22, 1993 among BellSouth
Corporation, Comcast Corporation, Cox Enterprises, Inc.,
Advance Publications, Inc. and Arrow Investments, L.P.
55* Letter to Stockholders of Paramount dated December 23, 1993
with respect to the Revised QVC Offer and the Viacom Offer.
56* Opinion of Lazard dated December 21, 1993.
57* Notice of Termination dated December 22, 1993 delivered by
Paramount to Viacom.
58* Exemption Agreement, dated as of December 22, 1993, between
Viacom and Paramount.
59* First Amendment, dated as of December 27, 1993, to Agreement
and Plan of Merger, dated as of December 22, 1993, between
Paramount and QVC.
60* Press Release issued by QVC on January 7, 1994.
61* Press Release issued by QVC on January 10, 1994.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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62* Press Release issued by Paramount on January 7, 1994.
63* Press Release issued by Viacom on January 7, 1994.
64* Press Release issued by Viacom on January 9, 1994.
65* Letter from Wachtell, Lipton, Rosen & Katz to the Paramount
Board dated January 11, 1994.
66* Letter from Shearman & Sterling to the Paramount Board dated
January 12, 1994.
67* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated January 13, 1994.
68* Press Release issued by Paramount on January 12, 1994.
69* Letter from Simpson Thacher & Bartlett to Shearman &
Sterling and Wachtell, Lipton, Rosen & Katz dated January
13, 1994.
70* Letter to Stockholders of Paramount dated January 13, 1994
with respect to the Current QVC Offer and the Revised Viacom
Offer.
71* Opinion of Lazard dated January 12, 1994.
72* Letter from Wachtell, Lipton, Rosen & Katz to Simpson
Thacher & Bartlett dated January 14, 1994.
73* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton,
Rosen & Katz dated January 18, 1994.
74* Letter from the Commission to Simpson Thacher & Bartlett
dated January 15, 1994.
75* Press Release issued by Paramount on January 18, 1994.
76* Press Release issued by Viacom on January 18, 1994.
77* Press Release issued by QVC on January 19, 1994.
78* Notice of Termination dated January 21, 1994 delivered by
Paramount to QVC.
79* Exemption Agreement, dated as of January 21, 1994, between
QVC and Paramount.
80* Press Release issued by Paramount on January 21, 1994.
81* Letter to Stockholders of Paramount dated January 24, 1994
with respect to the Current QVC Offer and the Revised Viacom
Offer.
82* Opinion of Lazard dated January 21, 1994.
83* Agreement and Plan of Merger, dated as of January 21, 1994,
between Paramount and Viacom.
84* Voting Agreement, dated as of January 21, 1994, between
Paramount and Amusements.
85* Letter from Viacom to Paramount dated January 19, 1994.
86* Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated January 20, 1994.
87* Letter from Shearman & Sterling to Paramount dated January
21, 1994.
88* Letter from Wachtell, Lipton, Rosen & Katz to Paramount
dated January 24, 1994.
89* Letter from Paramount to Wachtell, Lipton, Rosen & Katz
dated January 24, 1994.
90* Letter from Shearman & Sterling to Paramount dated January
25, 1994.
91* Letter from Paramount to Shearman & Sterling dated January
25, 1994.
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* Previously filed.
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
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92* First Amendment, dated as of January 27, 1994, to Exemption
Agreement, dated as of January 21, 1994, between QVC and
Paramount.
93* Letter from Simpson Thacher & Bartlett to Shearman & Sterling
and Wachtell, Lipton, Rosen & Katz dated January 27, 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* Form of Agreement and Plan of Merger between QVC and
Paramount.
97* Press Release issued by QVC on February 1, 1994.
98* Press Release issued by Viacom on February 1, 1994.
99 Press Release issued by QVC on February 1, 1994.
100 Press Release issued by Paramount on February 1, 1994.
101 Press Release issued by Viacom on February 1, 1994.
102 Press Release issued by Viacom on February 1, 1994.
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* Previously filed.
NEWS FROM QVC
QVC NETWORK, INC.
GOSHEN CORPORATE PARK
WEST CHESTER, PA 19380
(215) 430-1000
For Immediate Release:
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West Chester, PA (February 1, 1994) -- QVC (NASDAQ; QVCN) announced today that
it has increased the cash portion of its tender offer for 50.1 percent of the
outstanding Paramount shares to $104 per share in cash. This raises the amount
of cash being offered to Paramount shareholders by $750 million.
In addition, the consideration to be offered Paramount stockholders in the
proposed second-step merger of QVC and Paramount has been changed so that each
share of Paramount common stock then outstanding will be converted into the
right to receive 1.2361 shares of QVC common stock, .2386 shares of a new series
of cumulative non-convertible exchangeable preferred stock of QVC and.32
warrants to purchase QVC common stock. The terms of the preferred stock and the
warrants are the same as those previously announced by QVC. This represents a
shift from QVC's previously announced offer, from the back end to the front end
by $500 million of QVC common stock and $250 million in the new series of
cumulative non-convertible exchangeable preferred.
BellSouth Corporation has agreed to purchase $500 million of QVC common stock
at $42 a share. Beyond increasing the cash portion of its offer, QVC has
reduced the pressure on its publicly traded common stock by reducing the amount
of publicly traded QVC stock in the back end of its offer by 13.6 percent.
As previously announced, QVC's tender offer has been extended to expire at 12:00
midnight, New York City time, on Monday, February 14, 1994.
# # #
Contacts
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Press: Investors:
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Michael Rourke of QVC William F. Costello of QVC
(212) 371-5999 (215) 430-8938
Donald Van de Mark of QVC Diana Brainerd of
(212) 371-5999 Abernathy/MacGregor/Scanlon
(212) 371-5999
Paramount Communications Inc.
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15 Columbus Circle
New York, NY 10023-7780 NEWS
212-373-8000 -------------
Fax 212-373-8558
FOR IMMEDIATE RELEASE February 1, 1994
NEW YORK, Feb. 1 -- Paramount Communications Inc. (NYSE:PCI) said
that its Board of Directors will meet later this week to consider
final bids received today from QVC Network, Inc. and Viacom Inc.
just prior to the 5:00 p.m. (EST) February 1, 1994, deadline.
Paramount said that its legal and financial advisors will assist
the Board in evaluating the bids.
###
Contact: Jerry Sherman Jeffrey Z. Taufield
Paramount Communications Inc. Kekst and Company
(212) 373-8725 (212) 593-2655
Carl D. Folta
Paramount Communications Inc.
(212) 373-8530
VIACOM IMPROVES PARAMOUNT BID
New York, New York, February 1, 1994 -- Viacom Inc. (ASE: VIA
and VIAB) announced today that it has increased its offer for
Paramount Communications Inc. (NYSE: PCI) by improving the
value of the consideration to be paid in its second-step merger.
Viacom said that it had improved its proposal on a per share
basis in three ways: By replacing the right to receive $15.20
of liquidation preference of convertible exchangeable preferred
stock yielding 5% with the right to receive $17.50 face amount
of 8% exchangeable subordinated debentures; by adding .30 of
a five-year warrant to purchase one share of Viacom Class B
Common Stock at $70.00 per share; and by improving the terms
of the proposed contingent value rights (CVRs). As amended,
the Viacom offer now consists of:
- $107 per share in cash for 50.1% of the shares of Paramount
outstanding on a fully diluted basis, and
- the following securities to be issued in a second-step merger:
-- $17.50 in principal amount of 8% subordinated debentures
(exchangeable at Viacom's option into 5% exchangeable
preferred stock if the Viacom-Blockbuster merger is not
consummated);
-- 0.93065 of a share of Viacom Class B Common Stock;
-- 0.93065 of an improved contingent value right;
-- 0.5 of a three-year warrant to purchase Viacom Class B
Common Stock at $60.00 per share; and
-- 0.3 of a five-year warrant to purchase Viacom Class B
Common Stock at $70.00 per share.
-more-
<PAGE>
Under bidding rules established by Paramount with Viacom
and QVC Network, Inc., both Viacom and QVC have agreed that
any amendment made to their proposal to acquire Paramount would
be made by 5:00 p.m. today, and therefore, Viacom anticipates
no further bidding by either Viacom or QVC.
The 8% exchangeable subordinated debentures will have a
maturity of 12 years and will pay interest semi-annually beginning
January 1, 1995. The 8% debentures will be non-callable for
five years after the consummation of the Paramount-Viacom merger,
after which they may be redeemed at declining redemption premiums.
Viacom will have the option to exchange at par the 8% debentures
for the equivalent liquidation preference of 5% (non-convertible)
preferred stock in the event that its previously announced
merger with Blockbuster Entertainment Corporation is not consummated
by January 1, 1995 or earlier if beneficial ownership of a
majority of the outstanding shares of Blockbuster has been
acquired by a third party prior to that date. The preferred
stock would be non-callable until the fifth anniversary of
the merger with Paramount after which it could be called at
declining redemption premiums. The preferred stock could be
exchanged, at the option of Viacom, into 5% subordinated debentures
of Viacom after the third anniversary of the merger. The dividend
rate on the preferred stock (and the interest rate on the 5%
debentures into which it could be exchanged) will increase
to 10% on the tenth anniversary of the merger if not previously redeemed.
The new warrant represents the right to acquire, at any
time prior to the fifth anniversary of the merger, one share
of Viacom Class B Common Stock at an
-more-
<PAGE>
exercise price of $70.00 per share, payable in cash or in
liquidation value of shares of preferred stock, if any, into
which the 8% debentures have been exchanged (or in face value
of the 5% debentures into which such preferred stock may be exchanged).
The CVR has been improved by increasing to $12.00 (from
$10.00) its maximum value on the first anniversary of the proposed
merger, and increasing such value to $14.00 (from $13.00) on
the second such anniversary. The modification was made by changing
the floor price of the CVR to $36.00 in the first year and
to $37.00 in the second year; both prices were reduced from
the previous floor price of $38.00.
As announced earlier today, Viacom's tender offer expires
at 12:00 midnight, New York City time, on February 14, 1994.
Smith Barney Shearson Inc. is acting as financial advisor
to Viacom and is also dealer manager in connection with the
Offer, and Georgeson & Co. is acting as information agent.
# # #
Contact: Viacom Inc. Edelman
Raymond A. Boyce Elliot Sloane
212/258-6530 212/704-8126
FOR IMMEDIATE RELEASE
CLARIFICATION
New York, New York, February 1, 1994 -- Clarifying its earlier
announcement, Viacom Inc. (ASE: VIA and VIAB) said that interest on the
proposed 8% exchangeable subordinated debentures (or, if applicable,
dividends on the preferred stock into which such debentures may be
exchanged) will accrue from the date they are issued, and will be first
paid on January 1, 1995.
# # #
Contact: Viacom Inc. Edelman
Raymond A. Boyce Elliot Sloane
212/258-6530 212/704-8126
