<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) May 5, 1994
-----------
BLOCKBUSTER ENTERTAINMENT CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
0-12700 75-1849418
------- ----------
(Commission (IRS Employer
File Number) Identification No.)
One Blockbuster Plaza
Ft. Lauderdale, FL 33301
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 832-3000
--------------
N.A.
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events.
On May 5, 1994, Blockbuster Entertainment Corporation (the
"Registrant") mailed to its stockholders, in connection with the Registrant's
annual meeting of stockholders to be held on May 24, 1994, the letter dated
May 4, 1994 attached hereto as Exhibit 99 which is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BLOCKBUSTER ENTERTAINMENT CORPORATION
By: /s/ Thomas W. Hawkins
------------------------------------------
Thomas W. Hawkins
Senior Vice President, General Counsel and
Secretary
Date: May 5, 1994
<PAGE> 4
BLOCKBUSTER ENTERTAINMENT CORPORATION
EXHIBIT INDEX
Number and Sequential
Description of Exhibit Page Number
- - ---------------------- -----------
1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99. Letter to Stockholders, dated May 4, 1994.
<PAGE> 1
EXHIBIT 99
Letter to Stockholders, dated May 4, 1994
<PAGE> 2
[LOGO]
May 4, 1994
Dear Fellow Shareholders:
By now you should have received your proxy materials relating to
Blockbuster's upcoming Annual Meeting. As you can see, the proposed merger with
Viacom is not on the agenda for the meeting. A number of you have asked about
the status of the transaction, and I am writing this letter to all shareholders
to bring you up to date.
As you all know, on January 7, 1994, Blockbuster entered into a merger
agreement with Viacom pursuant to which the businesses of the two companies
would be combined, together with the business of Paramount Communications Inc.,
assuming Viacom were to acquire Paramount. Pursuant to the merger, Blockbuster
shareholders would become shareholders of the combined company.
At the time your Board of Directors approved the proposed merger with
Viacom, the Board believed that the possible combination of Blockbuster, Viacom
and Paramount was consistent with and in furtherance of Blockbuster's long-term
business strategy and that the transaction was fair to and in the best interests
of all Blockbuster shareholders. Since the date the merger agreement was entered
into, there has been a substantial drop in the market prices of Viacom stock
and, based on yesterday's closing prices, the total value of the Viacom
securities to be received by Blockbuster shareholders in the merger has fallen
by almost $3.0 billion, from approximately $8.4 billion to approximately $5.4
billion (or from approximately $31 per Blockbuster share to approximately $20
per share). As a result, we have received numerous comments from shareholders
expressing their unwillingness to support the proposed transaction at these
price levels.
Although your Board of Directors continues to believe that the combination
of Blockbuster with Viacom and Paramount represents an excellent strategic
opportunity, given the current price levels of the Viacom stock, there can be no
assurance that the Board would be able to recommend the transaction at the time
of any shareholder meeting called to vote on the merger.
Under the terms of our agreement with Viacom, Blockbuster has the right to
terminate the agreement beginning on September 30, 1994 if the merger has not
been completed before that date. However, the agreement may be terminated prior
to September 30 under certain circumstances, including by mutual consent of
Blockbuster and Viacom. Between now and September 30, we will continue to honor
our agreement with Viacom, and will continue our dialogue with Viacom's
management. However, at this time, we are unable to say whether or not the
transaction will go forward or whether or not any special meeting of Blockbuster
shareholders will be called to vote on the merger. In any event, as Viacom's
second largest shareholder and its largest customer, we will continue to work
closely with Viacom to assure that our relationship remains a mutually
beneficial and productive one.
As previously announced, Blockbuster recently reported record revenue and
net income for the first quarter of this year. Revenue climbed 61% and net
income increased 62% over the comparable period in 1993. You will receive our
First Quarter Report in the near future.
We will keep you advised of further developments. In the meantime, on
behalf of the entire Board of Directors, I want to thank you for your continuing
support and encouragement.
Sincerely,
H. Wayne Huizenga
Chairman of the Board
BLOCKBUSTER Entertainment Corporation - One Blockbuster Plaza - Fort Lauderdale,
Florida 33301 - Fax (305) 832-3901 - Phone (305) 832-3000
