<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
AMENDMENT NO. 1
[x] Annual report pursuant to Section 15(D) of the Securities Exchange Act
of 1934
For the period from inception (July 1, 1993) to December 31, 1993
or
[ ] Transition report pursuant to Section 15(D) of the Securities Exchange
Act of 1934
For the transition period from ___________ to ___________
Commission file number: 0-12700
BLOCKBUSTER ENTERTAINMENT CORPORATION
RETIREMENT AND SAVINGS PLAN
(Full Title of the Plan)
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer of Securities Held Pursuant to the Plan)
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
(Address of Principal Executive Office)
<PAGE> 2
BLOCKBUSTER ENTERTAINMENT CORPORATION
RETIREMENT AND SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<S> <C>
FINANCIAL STATEMENTS: Page
----
Report of Independent Certified Public Accountants F-1
Statement of Assets Available for Benefits with Fund Information
as of December 31, 1993 F-2
Statement of Changes in Assets Available for Benefits with Fund Information
for the period from inception (July 1, 1993) to December 31, 1993 F-3
Notes to Financial Statements F-4
SCHEDULES:
Schedule I - Item 27a - Schedule of Assets Held
for Investment Purposes F-8
Schedule II - Item 27a - Schedule of Assets Held for Investment
Purposes Which Were Both Acquired and Disposed
of Within the Plan Period F-9
Schedule III - Item 27d - Schedule of Reportable Transactions F-10
</TABLE>
All other schedules are omitted as not applicable or not required.
<PAGE> 3
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of
Blockbuster Entertainment Corporation
Retirement and Savings Plan:
We have audited the accompanying statement of assets available for benefits
with fund information of Blockbuster Entertainment Corporation Retirement and
Savings Plan as of December 31, 1993, and the related statement of changes in
assets available for benefits with fund information for the period from
inception (July 1, 1993) to December 31, 1993. These financial statements and
the schedules referred to below are the responsibility of the Plan's
Administrator. Our responsibility is to express an opinion on these financial
statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan Administrator, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of
December 31, 1993, and the changes in its assets available for benefits for the
period from inception (July 1, 1993) to December 31, 1993, in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes, assets held for investment purposes which were both
acquired and disposed of within the Plan period and reportable transactions
(Schedules I, II and III, respectively) are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Fort Lauderdale, Florida,
May 16, 1994.
F-1
<PAGE> 4
BLOCKBUSTER ENTERTAINMENT CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
----------------------------------------------------------------
BLOCKBUSTER NATIONS
ENTERTAINMENT NATIONS NATIONS STRATEGIC
CORPORATION CAPITAL BALANCED FIXED NATIONS
COMMON STOCK GROWTH ASSETS INCOME PRIME
FUND FUND FUND FUND FUND TOTAL
------------- ------- -------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, AT FAIR VALUE
(NOTE 2):
BLOCKBUSTER ENTERTAINMENT
CORPORATION COMMON
STOCK FUND $658,212 $ - $ - $ - $ - $ 658,212
SHARES OF REGISTERED
INVESTMENT COMPANIES:
NATIONS CAPITAL GROWTH
FUND - 436,542 - - - 436,542
NATIONS BALANCED ASSETS
FUND - - 357,086 - - 357,086
NATIONS STRATEGIC FIXED
INCOME FUND - - - 265,703 - 265,703
NATIONS PRIME FUND - - - - 241,710 241,710
-------- -------- -------- --------- -------- ----------
TOTAL INVESTMENTS 658,212 436,542 357,086 265,703 241,710 1,959,253
-------- -------- -------- -------- -------- ----------
CONTRIBUTIONS RECEIVABLE:
EMPLOYER'S 150,257 85,951 71,076 55,278 113,344 475,906
PARTICIPANTS' 7,373 2,639 3,490 2,470 2,407 18,379
-------- -------- -------- -------- -------- ----------
TOTAL CONTRIBUTIONS
RECEIVABLE 157,630 88,590 74,566 57,748 115,751 494,285
-------- -------- -------- -------- -------- ----------
CONTINGENCY(NOTE 8) - - - - - -
-------- -------- -------- -------- -------- ----------
ASSETS AVAILABLE
FOR BENEFITS $815,842 $525,132 $431,652 $323,451 $357,461 $2,453,538
======== ======== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE> 5
BLOCKBUSTER ENTERTAINMENT CORPORATION
RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE PERIOD FROM INCEPTION (JULY 1, 1993) TO DECEMBER 31, 1993
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------
BLOCKBUSTER NATIONS
ENTERTAINMENT NATIONS NATIONS STRATEGIC
CORPORATION CAPITAL BALANCED FIXED NATIONS
COMMON STOCK GROWTH ASSETS INCOME PRIME
FUND FUND FUND FUND FUND TOTAL
------------- -------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO ASSETS
ATTRIBUTED TO:
CONTRIBUTIONS:
PARTICIPANTS' $638,676 $424,954 $359,923 $272,721 $252,053 $1,948,327
EMPLOYER'S 150,257 85,951 71,076 55,278 113,344 475,906
-------- -------- -------- -------- -------- ----------
788,933 510,905 430,999 327,999 365,397 2,424,233
-------- -------- -------- -------- -------- ----------
NET REALIZED AND UNREALIZED
GAINS (LOSSES) ON
INVESTMENTS 32,531 16,397 3,022 (2,311) - 49,639
INVESTMENT INCOME - 645 2,881 1,955 1,101 6,582
-------- -------- -------- -------- -------- ----------
TOTAL ADDITIONS 821,464 527,947 436,902 327,643 366,498 2,480,454
-------- -------- -------- -------- -------- ----------
DEDUCTION FROM ASSETS
ATTRIBUTED TO:
BENEFITS PAID TO
PARTICIPANTS 10,604 3,360 5,534 4,217 3,201 26,916
-------- -------- -------- -------- -------- ----------
TOTAL DEDUCTIONS 10,604 3,360 5,534 4,217 3,201 26,916
-------- -------- -------- -------- -------- ----------
NET INCREASE PRIOR TO
INTERFUND TRANSFERS 810,860 524,587 431,368 323,426 363,297 2,453,538
INTERFUND TRANSFERS, NET 4,982 545 284 25 (5,836) -
-------- -------- -------- -------- -------- ----------
NET INCREASE 815,842 525,132 431,652 323,451 357,461 2,453,538
ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF PERIOD - - - - - -
-------- -------- -------- -------- -------- ----------
END OF PERIOD $815,842 $525,132 $431,652 $323,451 $357,461 $2,453,538
======== ======== ======== ========= ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 6
BLOCKBUSTER ENTERTAINMENT CORPORATION
RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF PLAN:
The following description of the Blockbuster Entertainment Corporation
Retirement and Savings Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document for a more
complete description of the Plan.
The Plan was established effective July 1, 1993. The Plan, as amended, is a
defined contribution plan commonly known as an Internal Revenue Code ("IRC")
section 401(k) profit sharing plan and is subject to the Employee Retirement
Income Security Act of 1974 ("ERISA") as amended.
To become a participant, an employee must complete one year of service and
attain the age of 21. Participation becomes effective on the January 1 or July
1 immediately following completion of the age and service requirement. There
were 4,769 active Plan participants as of December 31, 1993.
Blockbuster Entertainment Corporation (the "Company"), the employer, is the
Plan Administrator. The Company has entered into an agreement whereby
NationsBank of Georgia, N.A. (the "Trustee") has been appointed Trustee. Under
the terms of the agreement, the Trustee holds and invests the funds of the Plan
subject to the direction of the Plan Advisory Committee. The Plan provides
five distinct investment fund alternatives for participants. Participants may
direct the investment of the amounts allocated to their account into any of the
fund options.
The Company has selected the following investment options for use in the Plan:
Blockbuster Entertainment Corporation Common Stock Fund - Funds are
invested in common stock of the Company and cash equivalents.
Nations Capital Growth Fund - Funds are invested primarily in common
stocks of companies with above average potential for capital appreciation.
Nations Balanced Assets Fund - Funds are invested primarily among three
asset groups: common stocks, fixed income securities and cash equivalents.
Nations Strategic Fixed Income Fund - Funds are invested primarily in
investment grade fixed income and related securities.
Nations Prime Fund - Funds are invested primarily in money market
instruments.
F-4
<PAGE> 7
The Plan includes a 401(k) arrangement by which eligible participants may
direct the Company to contribute a portion of their compensation to the Plan.
Amounts contributed by participants are 100% vested at all times. In 1993,
each qualified employee could contribute up to $8,994, subject to limitations
by the Internal Revenue Code. During each Plan year, the Company will
contribute at its discretion to the Plan an amount determined by the Company.
The Company may choose not to contribute to the Plan for a particular Plan
year. Participants must be employed by the Company on the last day of the Plan
year to be entitled to an allocation of the Company's contribution. Company
contributions are allocated to active participants' accounts using a ratio
based upon relative employee compensation and become vested in accordance with
the following schedule:
Percent of
Nonforfeitable
Years of Service Interest
---------------- --------------
Less than 1 0%
1 25%
2 50%
3 75%
4 or more 100%
Additionally, allocated amounts become fully vested upon normal retirement age
as defined in the Plan, death or termination of employment because of inability
to work due to total or permanent disability while employed. The Company
retains the right to amend, and if necessary, terminate the Plan. In the event
of Plan termination, all amounts credited to participants' accounts become 100%
vested. Non-vested amounts forfeited upon any participants' withdrawal are
allocated to active participants' accounts using a ratio based upon relative
employee compensation.
The Company amended the Plan on December 13, 1993 to grant credit for years of
service to employees of businesses which are merged or consolidated with the
Company subsequent to July 1, 1993. Credit for years of service granted by
this amendment applies only for purposes of determining participation and not
for purposes of determining vesting in the Plan.
(2) SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting-
The financial statements of the Plan are prepared under the accrual method of
accounting.
Investment Valuation and Income Recognition-
The Plan's investments are stated at fair value. Shares of common stock of the
Company included in the Blockbuster Entertainment Corporation Common Stock Fund
are stated at current value based on the last reported sales price on the last
business day of the year. Shares of registered investment companies are valued
at quoted market prices which represent the net asset value of shares held by
the Plan at period end.
Net realized and unrealized gains (losses) on investments consist of the
following:
Realized gains (losses) on sales of investments represent the difference
between proceeds received at the time of sale and the cost of the assets
at the time of purchase.
Unrealized appreciation (depreciation) of investments represents the
difference between the current value of assets at period end and the
cost of those assets at the time of purchase.
F-5
<PAGE> 8
Purchases and sales of securities are recorded on a trade-date basis.
Investment income consists of interest and dividend income.
Payment of Benefits-
Benefits are recorded when paid.
(3) PARTIES-IN-INTEREST TRANSACTIONS:
Certain Plan investments are shares of mutual funds managed by NationsBank of
North Carolina, N.A., an affiliate of the Trustee. The Company pays for all
fees and expenses of the Plan. The fees and expenses primarily consist of
legal, accounting and other administrative services.
(4) INCOME TAX STATUS:
The Plan filed a request with the Internal Revenue Service ("IRS") in July 1993
to determine whether the Plan is qualified under Section 401 of the IRC.
Although the Plan has not received a determination letter from the IRS, it is
the Plan Advisory Committee's opinion that the Plan as amended and as currently
operating is in compliance with all applicable provisions of the IRC.
(5) RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of assets available for benefits per the
financial statements to net assets available for benefits
per the Form 5500 at December 31, 1993:
<TABLE>
<S> <C>
Assets available for benefits per the financial statements $2,453,538
Less: Amounts allocated to withdrawing participants (34,193)
----------
Net assets available for benefits per the Form 5500 $2,419,345
==========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the period from inception (July 1,
1993) to December 31, 1993:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $26,916
Add: Amounts allocated to withdrawing participants at
December 31, 1993 34,193
-------
Benefits paid to participants per the Form 5500 $61,109
=======
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, 1993 but are not yet paid as of that date.
The following is a reconciliation of net realized and unrealized gains on
investments per the financial statements to the sum of net gain on sale
of assets, unrealized appreciation of assets and net investment gain from
registered investment companies per the Form 5500 at December 31, 1993:
<TABLE>
<S> <C>
Net realized and unrealized gains per the financial statements $49,639
Add: Investment income from registered investment companies 6,582
-------
Total net investment gains from registered investment
companies per the Form 5500 $56,221
=======
</TABLE>
F-6
<PAGE> 9
The following is a reconciliation of investment income per the financial
statements to net investment gain from registered investment companies per the
Form 5500 for the period from inception (July 1, 1993) to December 31, 1993:
<TABLE>
<S> <C>
Investment income per the financial statements $ 6,582
Add: Net realized and unrealized gains from registered
investment companies 17,108
-------
Net investment gain from registered investment companies
per the Form 5500 $23,690
=======
</TABLE>
(6) UNIT INFORMATION:
The Plan assigns units to participants within each of the respective funds used
in the Plan. Total units and net asset values per unit for each of the funds
at December 31, 1993 is as follows:
<TABLE>
<CAPTION>
Total Net Asset
Units Value per Unit
------- --------------
<S> <C> <C>
Blockbuster Entertainment Corporation Common Stock Fund 56,640 $11.62
Nations Capital Growth Fund 37,993 $11.49
Nations Balanced Assets Fund 32,374 $11.03
Nations Strategic Fixed Income Fund 26,024 $10.21
Nations Prime Fund 241,710 $ 1.00
</TABLE>
(7) SUBSEQUENT EVENT:
In January 1994, the Company entered into a merger agreement pursuant to which
the Company has agreed to merge with and into Viacom Inc. ("Viacom"), with
Viacom being the surviving corporation. Under the terms of the agreement, each
share of the Company's common stock including shares owned by the Plan shall be
converted into the right to receive .08 shares of Viacom Class A common stock,
.60615 shares of non-voting Viacom Class B common stock and under certain
circumstances, up to an additional .13829 shares of non-voting Viacom Class B
common stock. The closing of the merger is subject to customary conditions
including approval of the merger by the Company's shareholders.
(8) CONTINGENCY:
The Plan will terminate upon the merger of the Company (see Note 7), unless the
successor makes provisions to continue the Plan, in which event the successor
must substitute itself as the Company under the Plan.
F-7
<PAGE> 10
SCHEDULE I
BLOCKBUSTER ENTERTAINMENT CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
(c) Description of investment
including maturity date, rate
of interest, collateral, par or (e) Current
(a) (b) Identity of issue, borrower, lessor or similar party maturity value (d) Cost Value
- - --- --------------------------------------------------------- ------------------------------- -------- -----------
<S> <C> <C>
* Blockbuster Entertainment Corporation Common Stock Fund 56,640 units $ 626,881 $ 658,212
* Nations Capital Growth Fund 37,993 units 420,318 436,542
* Nations Balanced Assets Fund 32,374 units 354,062 357,086
* Nations Strategic Fixed Income Fund 26,024 units 276,160 265,703
* Nations Prime Fund 241,710 units 241,710 241,710
---------- -----------
$1,919,131 $1,959,253
========== ==========
</TABLE>
* Identified as a party-in-interest to the Plan.
F-8
<PAGE> 11
SCHEDULE II
BLOCKBUSTER ENTERTAINMENT CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
WHICH WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN PERIOD
FOR THE PERIOD FROM INCEPTION (JULY 1, 1993) TO DECEMBER 31, 1993
<TABLE>
<CAPTION>
(b) Description of investment
including maturity date, rate
of interest, collateral, par or (c) Cost of (d) Proceeds on
(a) Identity of issue, borrower, lessor, or similar party maturity value acquisitions dispositions
- - ---------------------------------------------------------- ------------------------------- ------------ ----------------
<S> <C> <C> <C>
Blockbuster Entertainment Corporation Common Stock Fund 1,139 units $11,927 $13,181
</TABLE>
F-9
<PAGE> 12
SCHEDULE III
BLOCKBUSTER ENTERTAINMENT CORPORATION
RETIREMENT AND SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM INCEPTION (JULY 1, 1993) TO DECEMBER 31, 1993
<TABLE>
<CAPTION>
(b) Description of Asset
(Including Interest Rate
(a) Identity of and Maturity in (c) Purchase (d) Selling
Party Involved Case of Loan) Price Price
- - --------------- ------------------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Purchases: Units: Transactions:
* Blockbuster Entertainment Corporation
Common Stock Fund 57,779 75 $638,898 $ -
* Nations Capital Growth Fund 38,589 69 426,931 -
* Nations Balanced Assets Fund 33,124 63 362,133 -
* Nations Strategic Fixed Income Fund 26,606 63 282,405 -
* Nations Prime Fund 253,023 52 253,023 -
Sales:
* Blockbuster Entertainment Corporation
Common Stock Fund 1,139 47 - 13,181
* Nations Capital Growth Fund 595 47 - 6,642
* Nations Balanced Assets Fund 748 45 - 8,045
* Nations Strategic Fixed Income Fund 584 40 - 6,243
* Nations Prime Fund 11,313 62 - 11,313
<CAPTION>
(b) Description of Asset (f) Expense (h) Current Value
(Including Interest Rate Incurred of Asset on
(a) Identity of and Maturity in (e) Lease With (g) Cost of Transaction (i) Net Gain
Party Involved Case of Loan) Rental Transaction Asset Date or (Loss)
- - --------------- ------------------------ --------- ----------- ----------- ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Purchases:
* Blockbuster Entertainment Corporation
Common Stock Fund $638,898 $638,898 N/A
* Nations Capital Growth Fund 426,931 426,931 N/A
* Nations Balanced Assets Fund 362,133 362,133 N/A
* Nations Strategic Fixed Income Fund 282,405 282,405 N/A
* Nations Prime Fund 253,023 253,023 N/A
Sales:
* Blockbuster Entertainment Corporation
Common Stock Fund 11,927 13,181 1,254
* Nations Capital Growth Fund 6,558 6,642 84
* Nations Balanced Assets Fund 8,058 8,045 (13)
* Nations Strategic Fixed Income Fund 6,208 6,243 35
* Nations Prime Fund 11,313 11,313 -
</TABLE>
Notes: Transactions included herein represent individual transactions or a
series of transactions in securities of the same issue in excess of
5% of the current value of Plan assets at the end of the Plan period.
The current value of Plan assets at the end of the period as opposed
to the beginning of the period is used since this is the first
reporting period for the Plan.
This schedule incorporates all disclosures required by the Department
of Labor for assets purchased or sold within the period.
* Identified as a party-in-interest to the Plan.
F-10
<PAGE> 13
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Blockbuster Entertainment
Corporation Retirement
and Savings Plan
Date: June 28, 1994 By: /s/ Gregory K. Fairbanks
---------------------------------
Gregory K. Fairbanks
Senior Vice President,
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
F-11
<PAGE> 14
EXHIBIT INDEX
Number Description of Exhibit
- - -------- --------------------------------------------
23 Consent of Arthur Andersen & Co.
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K/A Amendment No. 1, into
the Company's previously filed Registration Statements on Form S-3
(Registration Nos. 33-25040, 33-31172, 33-31336, 33-36682, 33-40445, 33-42930,
33-47429, 33-54832, 33-56154, 33-58274, 33-60610, 33-65128, 33-67642, 33-68672,
33-69130, 33-51267 and 33-51751), Form S-4 (Registration Nos. 33-29311,
33-38231 and 33-44635) and Form S-8 (Registration Nos. 33-23765, 33-32337,
33-45183, 33-64494 and 33-53949).
ARTHUR ANDERSEN & CO.
Fort Lauderdale, Florida,
June 27, 1994.
