SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
093676 10 4
(CUSIP Number)
Philippe P. Dauman, Esq.
Viacom Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (617) 461-1600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Stephen R. Volk, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
January 7, 1994
(Date of Event which Requires Filing of this Statement)
==============================================================
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement /X/.
<PAGE>
CUSIP No. 093676 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
I.R.S. Identification No. 04-2949533
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) To be determined*
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 55,379,742**
Owned by
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 15,577,211**
With
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 55,379,742**
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
22.4%**
(14) Type of Reporting Person (See Instructions) CO
* See Item 3 below.
** See Item 5 below.
<PAGE>
CUSIP No. 093676 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
S.S. No.
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) To be determined*
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
(6) Citizenship or Place of Organization United States
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 55,379,742**
Owned by
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 15,577,211**
With
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 55,379,742**
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
22.4%**
(14) Type of Reporting Person (See Instructions) IN
* See Item 3 below.
** See Item 5 below.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement
on Schedule 13D relates is the common stock, par value $.10 per
share (the "Common Stock"), of Blockbuster Entertainment
Corporation (the "Issuer"), a Delaware corporation, with its
principal executive offices located at One Blockbuster Plaza,
Fort Lauderdale, Florida 33301.
Item 2. Identity and Background.
This Statement is being filed by Viacom Inc., a
Delaware corporation ("Viacom"), and Mr. Sumner M. Redstone.
Viacom has its principal office at 200 Elm Street,
Dedham, Massachusetts 02026. Viacom is a diversified
entertainment and communications company which holds the common
stock of Viacom International Inc. (the "Company"), a Delaware
corporation engaged in the entertainment and communications
businesses. As of January 7, 1994, approximately 85.2% of the
Class A Common Stock, par value $.01 per share, of Viacom
("Viacom Class A Common Stock") and 69.1% of the Class B Common
Stock, par value $.01 per share, of Viacom ("Viacom Class B
Common Stock"), was owned by National Amusements, Inc., a
Maryland corporation ("NAI").
NAI has its principal office at 200 Elm Street, Dedham,
Massachusetts 02026. NAI's principal businesses are owning and
operating movie theaters in the United States and United Kingdom
and holding common stock of Viacom. 91.7% of the issued and
outstanding shares of capital stock of NAI are owned by Mr.
Sumner M. Redstone, directly or as trustee of various trusts.
Sumner M. Redstone is an individual whose business
address is c/o National Amusements, Inc., 200 Elm Street, Dedham,
Massachusetts 02026. Mr. Redstone's principal occupation is
Chairman of the Board, President and Chief Executive Officer of
NAI, 200 Elm Street, Dedham, Massachusetts 02026; Chairman of the
Board of Viacom, 200 Elm Street, Dedham, Massachusetts 02026; and
Chairman of the Board of the Company, 1515 Broadway, New York,
New York 10036. Mr. Redstone is a citizen of the United States.
The directors and executive officers of Viacom are set
forth on Schedule I attached hereto. Schedule I sets forth the
following information with respect to each such person:
(i) name;
<PAGE>
(ii) business address (or residence address where
indicated); and
(iii) present principal occupation or employment and the
name, principal business and address of any
corporation or other organization in which such
employment is conducted.
All of the directors and executive officers of Viacom are
citizens of the United States.
During the last five years, neither Viacom nor any
person named in Schedule I attached hereto (including Mr.
Redstone) has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement relates to (i) options granted to Viacom
by certain holders of shares of Common Stock (the "Group A
Stockholders") to purchase such shares from the Group A
Stockholders as described in Item 4 below (the "Stock Options")
and (ii) proxies granted to Viacom by the Group A Stockholders
and certain additional holders of shares of Common Stock (the
"Group B Stockholders" and, together with the Group A
Stockholders, the "Stockholders") as described in Item 4 below
(the "Proxies").
The Stock Options entitle Viacom to purchase up to
15,577,211 shares of Common Stock (the "Option Shares") under the
circumstances specified in the Stockholders Stock Option
Agreement dated as of January 7, 1994 among Viacom and the Group A
Stockholders (the "Stock Option Agreement") and as described in
Item 4 below, for a purchase price of $30.125 per share. In the
event that the Stock Options become exercisable, Viacom will make
an election as to the source of the necessary funds. The Stock
Option Agreement is attached hereto as Exhibit 1.
The Proxies have been granted by the Class A
Stockholders in the Stock Option Agreement and by the Class B
Stockholders in a Proxy Agreement dated as of January 7, 1994
<PAGE>
among Viacom and the Class B Stockholders (the "Proxy
Agreement"). The Proxies grant to Viacom the power to vote the
shares of Common Stock owned by the Stockholders (i) in favor of
the Merger (as defined in Item 4 below), (ii) against any
competing business combination proposal and (iii) in favor of any
other matter relating to consummation of the transactions
contemplated by the Merger Agreement (as defined in Item 4
below), all as more fully described in, and under the
circumstances set forth in, the Stock Option Agreement and the
Proxy Agreement. The Proxy Agreement is attached hereto as
Exhibit 2.
Item 4. Purpose of Transaction.
The Stock Options and Proxies were granted by the
Stockholders in connection with the execution of the Agreement
and Plan of Merger dated as of January 7, 1994 between Viacom and
the Issuer (the "Merger Agreement"). Pursuant to the Merger
Agreement and subject to the conditions set forth therein
(including approval by the stockholders of the Issuer), the
Issuer will merge with and into Viacom, with Viacom as the
surviving corporation (the "Merger"), with each share of Common
Stock being converted into the right to receive (i) .08 of one
share of Viacom Class A Common Stock, (ii) .60615 of one share of
Viacom Class B Common Stock and (iii) up to an additional .13829
of one share of Viacom Class B Common Stock, with such amount to
be determined in accordance with, and the right to receive such
shares to be evidenced by, one variable common right (a "VCR")
issued by Viacom, having the principal terms described in Annex A
to the Merger Agreement. The Merger Agreement prohibits the
payment of dividends other than (i) the regular quarterly
dividend payable on or about April 1, 1994 in an amount not to
exceed $.025 per share of Common Stock and (ii) other regular
quarterly dividends in amounts not in excess of $.025 per share
per quarter and payable consistent with past practice. The
Merger Agreement is attached hereto as Exhibit 3.
Subject to the conditions that (i) any applicable
waiting periods (and any extension thereof) under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 and the
rules and regulations promulgated thereunder with respect to
the exercise of a Stock Option shall have expired or been
terminated and (ii) no preliminary or permanent injunction
or other order, decree or ruling of any court or governmental
or regulatory authority, domestic or foreign, of competent
jurisdiction prohibiting the exercise of a Stock Option or
the delivery of Option Shares shall be in effect, Viacom may
exercise any or all of the Stock Options following termination
of the Merger Agreement (other than a termination pursuant to
Section 8.01(c) thereof) until the expiration of the Stock
Options, provided that at the time of exercise there exists a
Competing Transaction (as defined in the Merger Agreement) with
respect to the Issuer. The Stock Options will expire (i) if
<PAGE>
not exercised prior to the close of business on the 120th day
following termination of the Merger Agreement and (ii) if the
Merger Agreement is terminated pursuant to Section 8.01(c)
thereof. Viacom shall pay for the Option Shares in cash.
The Proxies granted by the Group A Stockholders in the
Stock Option Agreement are exercisable during and for the term of
the Stock Options (or, following termination of the Merger
Agreement, during such periods as the Stock Options are
exercisable). The Proxies granted by the Group B Stockholders in
the Proxy Agreement are exercisable during and for the period
from execution of the Proxy Agreement until termination of the
Merger Agreement, and following termination of the Merger
Agreement (other than termination pursuant to Section 8.01(c)
thereof), during such time as a Competing Transaction (as defined
in the Merger Agreement) exists with respect to the Issuer;
provided that in no event shall the term extend beyond 120 days
following termination of the Merger Agreement.
Other than as described above, Viacom and Mr. Redstone
have no plans or proposals which relate to, or may result in, any
of the matters listed in Items 4(a)-(j) of Schedule 13D (although
Viacom and Mr. Redstone reserve the right to develop such plans).
The descriptions herein of the Stock Option Agreement,
the Proxy Agreement and the Merger Agreement are qualified in
their entirety by reference to such agreements, copies of which
are attached hereto as Exhibits 1, 2 and 3 respectively.
Item 5. Interest in Securities of the Issuer.
As a result of the Stock Options and Proxies, Viacom may
be deemed to be the beneficial owner of 55,379,742 shares of
Common Stock (assuming exercise of each of the Stock Options),
which would represent approximately 22.4% of the shares of Common
Stock outstanding.
Through its ownership of 45,547,214 shares of Viacom
Class A Common Stock and 46,565,414 shares of Viacom Class B
Common Stock, NAI may also be considered to be a beneficial owner
of such shares of Common Stock, and may be deemed to share with
Viacom voting and dispositive power with respect to such shares
of Common Stock.
Through his ownership, directly or as trustee of various
trusts, of 91.7% of the issued and outstanding shares
<PAGE>
of capital stock of NAI, Mr. Sumner M. Redstone may also be
considered to be a beneficial owner of such shares of Common
Stock, and may be deemed to share with Viacom and NAI voting and
dispositive power with respect to such shares of Common Stock.
H. Wayne Huizenga, a director of Viacom, is the beneficial
owner of 15,342,117 shares of Common Stock (including 4,436,232 shares
of Common Stock which Mr. Huizenga has the right to acquire beneficial
ownership of within 60 days), constituting approximately 6.2% of the
outstanding shares of Common Stock.
Except as described herein, neither Viacom nor any other
person referred to in Schedule I attached hereto (including Mr.
Redstone) has acquired or disposed of any shares of Common Stock
during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except for the Merger Agreement, the Stock Option
Agreement and the Proxy Agreement, none of the persons named in
Item 2 has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect
to any securities of the Issuer, including, but not limited to,
transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
1. Stock Option Agreement.
2. Proxy Agreement.
3. Merger Agreement.
<PAGE>
Signature
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this Statement is true, complete and correct.
January 18, 1994 VIACOM INC.
By /s/ Philippe P. Dauman
-----------------------------
Name: Philippe P. Dauman
Title: Senior Vice President,
General Counsel and
Secretary
<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.
January 18, 1994
/s/ Sumner M. Redstone
--------------------------------
Sumner M. Redstone, Individually
<PAGE>
Schedule I
<TABLE>
Executive Officers
<CAPTION>
Name and Address of
Principal Corporation or Other
Business or Occupation Organization
Name Residence Address or Employment in Which Employed
<S> <C> <C> <C>
Sumner M. Redstone* Viacom Inc. Chairman of the Board of National Amusements, Inc.
200 Elm Street Viacom and the Company; Viacom Inc.
Dedham, MA 02026 Chairman of the Board 200 Elm Street
and President, Chief Dedham, MA 02026
Executive Officer of NAI
Frank J. Biondi, Jr.* Viacom International Inc. President, Chief Viacom International Inc.
1515 Broadway Executive Officer of 1515 Broadway
New York, NY 10036 Viacom and the Company New York, NY 10036
Raymond A. Boyce Viacom International Inc. Sr. VP, Corporate Viacom International Inc.
1515 Broadway Relations of Viacom 1515 Broadway
New York, NY 10036 and the Company New York, NY 10036
Neil S. Braun Viacom International Inc. Sr. VP of Viacom and Viacom International Inc.
1515 Broadway the Company; Chairman, 1515 Broadway
New York, NY 10036 Chief Executive Officer New York, NY 10036
of Viacom Entertainment
Vaughn A. Clarke Viacom International Inc. Vice President, Viacom International Inc.
1515 Broadway Treasurer of Viacom 1515 Broadway
New York, NY 10036 and the Company New York, NY 10036
Philippe P. Dauman* Viacom International Inc. Sr. VP, General Viacom International Inc.
1515 Broadway Counsel and Secretary of 1515 Broadway
New York, NY 10036 Viacom and the Company New York, NY 10036
Thomas E. Dooley Viacom International Inc. Sr. VP, Corporate Viacom International Inc.
1515 Broadway Development of Viacom 1515 Broadway
New York, NY 10036 and the Company; New York, NY 10036
President, Interactive
Television
John W. Goddard Viacom Cable Sr. VP of Viacom and the Viacom Cable
5942 Stoneridge Dr. Company; President, Chief 5942 Stoneridge Dr.
Pleasanton, CA 94566 Executive Officer of Pleasanton, CA 94566
Viacom Cable
Edward D. Horowitz Viacom International Inc. Sr. VP of Viacom and the Viacom International Inc.
1515 Broadway Company; Chairman, Chief 1515 Broadway
New York, NY 10036 Executive Officer of New York, NY 10036
Viacom Broadcasting
Ira A. Korff* National Amusements, Inc. Sr. VP of Viacom;
200 Elm Street Executive Vice President National Amusements, Inc.
Dedham, MA 02026 and Chief Operating 200 Elm Street
Officer of NAI Dedham, MA 02026
Kevin C. Lavan Viacom International Inc. VP, Controller and Viacom International Inc.
1515 Broadway Chief Accounting Officer 1515 Broadway
New York, NY 10036 of Viacom and the Company New York, NY 10036
Henry Leingang Viacom International Inc. Sr. VP, Chief Viacom International Inc.
1515 Broadway Information Officer of 1515 Broadway
New York, NY 10036 Viacom and the Company New York, NY 10036
William A. Roskin Viacom International Inc. Sr. VP, Human Resources Viacom International Inc.
1515 Broadway and Administration of 1515 Broadway
New York, NY 10036 Viacom and the Company New York, NY 10036
George S. Smith, Jr. Viacom International Inc. Sr. VP, Chief Viacom International Inc.
1515 Broadway Financial Officer of 1515 Broadway
New York, NY 10036 Viacom and the Company New York, NY 10036
<FN>
* Also a Director
</TABLE>
2
<PAGE>
<TABLE> <CAPTION>
Name and Address of
Principal Corporation or Other
Business or Occupation Organization
Name Residence Address or Employment in Which Employed
<S> <C> <C> <C>
Mark M. Weinstein Viacom International Inc. Sr. VP, Government Viacom International Inc.
1515 Broadway Affairs of Viacom 1515 Broadway
New York, NY 10036 and the Company New York, NY 10036
</TABLE>
<TABLE>
Directors
<S> <C> <C> <C>
George S. Abrams Winer & Abrams Attorney Winer & Abrams
One Court St. One Court St.
Boston, MA 02108 Boston, MA 02108
Jerome Magner National Amusements, Inc. Sr. VP - Finance, National Amusements, Inc.
200 Elm St. Treasurer of NAI 200 Elm St.
Dedham, MA 02026 Dedham, MA 02026
Ken Miller The Lodestar Group President and Managing The Lodestar Group
110 E. 59th St. General Partner 110 E. 59th St.
New York, NY 10022 New York, NY 10022
Brent D. Redstone 31270 Eagle Crest Lane Self-Employed
Evergreen, CO 80439
[Residence]
William Schwartz University Professor of Law VP for Academic University Professor of Law
Yeshiva University Affairs (chief Yeshiva University
2495 Amsterdam Avenue academic officer) 2495 Amsterdam Avenue
New York, NY 10033 New York, NY 10033
William C. Ferguson NYNEX Corporation Chairman of the Board NYNEX Corporaton
335 Madison Avenue and Chief Executive 335 Madison Avenue
New York, NY 10017 Officer of NYNEX New York, NY 10017
H. Wayne Huizenga Blockbuster Entertainment Chairman of the Board Blockbuster Entertainment
Corporation and Chief Executive Corporation
One Blockbuster Plaza Officer of the Issuer; One Blockbuster Plaza
Fort Lauderdale, FL 33301 Chairman of the Board Fort Lauderdale, FL 33301
of Huizenga Holdings,
Inc.; Chairman of the
Board of Spelling
Entertainment Group Inc.
</TABLE>
<PAGE>
EXHIBIT INDEX
1. Stock Option Agreement
2. Proxy Agreement
3. Merger Agreement
