<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 3, DATED SEPTEMBER 2, 1994,
TO PROSPECTUS DATED MAY 11, 1994
-------------------------
This Prospectus Supplement is part of the Prospectus dated May 11, 1994
and should be read in conjunction therewith.
SELLING STOCKHOLDERS
Up to 863,992 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 1,726,329 shares of common stock, par value $0.01 per share
of Discovery Zone, Inc., a Delaware corporation.
The following table sets forth information regarding the Sellers:
<TABLE>
<CAPTION> Shares Owned
Shares Owned Shares Covered on Completion
Name of Seller Prior to Offering by this Prospectus of Offering
- -------------- ----------------- ------------------ -----------
<S> <C> <C> <C>
Robert W. Flynn 623,099 622,699 400
Keith J. Skibicki 141,957 140,107 1,850
James R. Gabbard 62,269 62,269 0
Yvonne Y. Sperandeo 32,734 31,134 1,600
Antoinette Gagliardo 7,783 7,783 0
</TABLE>
The Shares may be offered from time to time by the Sellers. After
completion of the offering, if any, of the Shares and assuming no other change
in beneficial ownership, the Sellers would beneficially own such shares of
Common Stock indicated in the preceding table. The number of Shares which may
actually be sold by the Sellers, if any, will be determined from time to time by
the Sellers and will depend on a number of factors, including the price of the
Common Stock from time to time. None of the proceeds from any sale of the
Shares by the Sellers would be received by the Company.
All of the information as to the Seller's ownership prior to this
offering has been furnished by the Sellers.
The Company will pay all expenses of preparing and reproducing this
Prospectus.
