<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration Statement File No. 33-68674
PROSPECTUS SUPPLEMENT NO. 1,
DATED JULY 29, 1994, TO PROSPECTUS
DATED MAY 11, 1994
BLOCKBUSTER ENTERTAINMENT CORPORATION
COMMON STOCK
------------------------
This Prospectus Supplement is part of the Prospectus dated May 11, 1994 and
should be read in conjunction therewith.
SELLING STOCKHOLDERS
Up to 3,891,955 of the shares (the "Shares") of common stock, $.10 par
value per share (the "Common Stock"), of Blockbuster Entertainment Corporation
(the "Company") covered by this Prospectus may be offered from time to time by
the persons set forth in the table below (collectively, the "Sellers"). The
Sellers acquired such Shares in connection with the acquisition by the Company
of an aggregate of 6,567,716 of the outstanding ordinary shares, L0.008 par
value per share (the "VIE Ordinary Shares"), of Virgin Interactive Entertainment
plc, a United Kingdom public limited company ("VIE"), and certain options to
acquire additional Ordinary Shares.
The Sellers are comprised of individuals, trustees of foreign trusts and a
corporation. The following table sets forth information regarding the Sellers:
<TABLE>
<CAPTION>
NUMBER OF
NAME OF SELLER SHARES HELD(1)
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<S> <C>
TRUSTEES:
Abacus (C.I.) Limited (as trustee for the Aquarius, Aries, Capricorn, Pisces
and
Saturn trusts).............................................................. 1,070,440
Morgan Grenfell Trustee Services (C.I.) Limited (as trustee for the Virgo and
Libra trusts)............................................................... 438,314
Morgan Grenfell Trustee Services (Guernsey) Limited (as trustee for the
Jupiter, Mars, Venus, Gemini, Leo, Laver and McEnroe trusts)................ 741,811
INDIVIDUALS: (2)
Richard C. N. Branson......................................................... 88,051
Trevor M. Abbott.............................................................. 1,219
Robert H. F. Devereux......................................................... 259,038(3)
CORPORATION:
Hasbro, Inc................................................................... 1,293,082
</TABLE>
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(1) Each Seller may offer any or all Shares held by him or it at any time and
from time to time from and after the date of this Prospectus Supplement,
except that Hasbro, Inc. has agreed that it will not sell or otherwise
dispose of 50% of the Shares held by it until October 27, 1994.
(2) Mr. Abbott and Mr. Devereux are directors of VIE. Mr. Branson resigned as a
director of VIE simultaneously with the acquisition of the VIE Ordinary
Shares by the Company.
(3) In the event that, during the 28 consecutive trading hours on the New York
Stock Exchange following notice to Mr. Devereux that the Shares indicated
above were issued to him, Mr. Devereux receives net proceeds on the sale of
184,733 of such Shares which is less than $26.20 per share, Mr. Devereux
will be entitled to receive, within ten business days, the aggregate amount
of such deficit, payable, at the Company's option, in cash or additional
Common Stock. If additional Common Stock is issued to Mr. Devereux, he may
offer such Common Stock for sale in addition to the number of Shares
indicated above.
None of the proceeds from any sale of the Shares by the Sellers will be
received by the Company. The Shares constitute all of the Common Stock owned by
the Sellers.
In addition to their direct and beneficial ownership interest in VIE,
certain of the Sellers are affiliates of Virgin Retail Group Limited ("Virgin").
Except for the "Megastores" joint venture agreement between the Company and
Virgin, there are no other material relationships between the Sellers and the
Company. See "The Company -- Music Retailing."
All of the information as to Share ownership of each Seller has been
furnished by Seller.
The Company has agreed with the Sellers to use its reasonable best efforts
to maintain the continuous effectiveness of the Registration Statement of which
the Prospectus forms a part on behalf of the Sellers until the earlier of three
years after the date of final issuance of Common Stock to the Sellers under the
documents relating to the acquisition of VIE Ordinary Shares and options by the
Company or the date on which all shares of such Common Stock have been resold.
The Company will pay all expenses of preparing and reproducing this
Prospectus.
