-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SkluAVnUonZevJpbtPf1uCvvLbcsBUmT6CpI7c4h8PtMsQ5ca0je14ifV7Xd4efn XsodQZHXJsIg1/4M5sL3Jw== 0000891836-94-000003.txt : 19940118 0000891836-94-000003.hdr.sgml : 19940118 ACCESSION NUMBER: 0000891836-94-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLOCKBUSTER ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000710979 STANDARD INDUSTRIAL CLASSIFICATION: 7841 IRS NUMBER: 751849418 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-35608 FILM NUMBER: 94501559 BUSINESS ADDRESS: STREET 1: ONE BLOCKBUSTER PLZ CITY: FT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 3058323000 MAIL ADDRESS: STREET 1: 901 E LAS OLAS BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: COOK DATA SERVICES INC DATE OF NAME CHANGE: 19860622 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHILIPS ELECTRONICS N V CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: 3600 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GROENEVOUDSEWEG 1 STREET 2: 5621 BA EINDHOVEN CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 0113140791111 MAIL ADDRESS: STREET 1: SULLIVAN & CROMWELL 125 BROAD ST STREET 2: C/O W LOEBER LANDAU CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 PHILIPS ELECTRIC FILING SCHEDULE 13D AMENDMENT 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Blockbuster Entertainment Corporation (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 0000936761 (CUSIP Number) W. Loeber Landau Sullivan & Cromwell 125 Broad Street, New York, New York 10004 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 7, 1994 (Date of Event which Requires Filing of this Statement) If a 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 [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - --------------------- CUSIP NO. 006874 10 1 - --------------------- - ------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philips Electronics N.V. - ------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------ 4 SOURCE OF FUNDS WC, OO - ------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - ------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 18,895,211 SHARES ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ---------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 18,895,211 WITH ---------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,895,211 - ------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.60% - ------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------ 3 This Amendment No. 4 to the Schedule 13D originally filed on April 16, 1992 by Philips Electronics N.V. ("Philips") with respect to the acquisition of Common Stock, $.10 par value (the "Common Stock"), of Blockbuster Entertainment Corporation (the "Issuer"), amends such Schedule 13D. The information set forth herein supplements the information set forth in such Schedule 13D, as amended. Item 4. Purpose of the Transaction. The response to Item 6 is hereby incorporated herein by reference. Item 5. Interest in Securities of Issuer. The response to Item 6 is hereby incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the execution of a merger agreement (the "Merger Agreement") by and between Viacom Inc. ("Viacom") and the issuer, Philips has entered into a Proxy Agreement, dated as of January 7, 1994 (the "Proxy Agreement), with Viacom relating to the disposition of and voting rights in respect of 17,245,211 shares of the Common Stock of the issuer owned beneficially by Philips. A copy of the Proxy Agreement has been filed as an Exhibit to the Schedule 13D. Pursuant to the terms of the Proxy Agreement, Philips has: (1) agreed not to sell, pledge or otherwise dispose of any of the 17,245,211 shares of Common Stock until the termination of the Merger Agreement, and following termination of the Merger Agreement (other than a termination pursuant to Section 8.01(o) thereof) during such time as a Competing Transaction (as defined in the Merger Agreement) exists with respect to the issuer (such term not to extend beyond the close of business on the 120th day following termination of the Merger Agreement); (2) constituted and appointed Viacom as its true and lawful attorney and proxy to vote each of the 17,245,211 shares of Common Stock in favor of the adoption of the Merger Agreement, the associated merger and any related transactions or matters contemplated by the Merger Agreement and against any proposal of any merger, sale of assets or other business combination between the issuer and another person and entity; (3) agreed to cause the 17,245,211 shares of Common Stock to be voted in accordance with the provisions of the Proxy Agreement; and (4) agreed to take other actions reasonably required to vest in Viacom the power to carry out the provisions of the Proxy Agreement. 4 Item 7. Material to be Filed as Exhibits. Exhibit Description 4 Proxy Agreement, dated as of January 7, 1994, by and between Philips and Viacom 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: January 14, 1994 PHILIPS ELECTRONICS N.V. By /s/ J.D. Timmer By /s/ D.G. Eustace Name: J.D. Timmer Name: D.G. Eustace Title: President Title: Executive Vice- President EX-4 2 PHILIPS ELECTRIC 13D/A PROXY STATEMENT 1 [CONFORMED COPY] PROXY AGREEMENT PROXY AGREEMENT, dated as of January 7, 1994, among VIACOM INC., a Delaware corporation ("Viacom"), and each other person and entity listed on the signature pages hereof (each, a "Stockholder"). WHEREAS, as of the date hereof each Stockholder owns (either beneficially or of record) the number of shares of common stock, par value $0.10 per share ("Blockbuster Common Stock"), of Blockbuster Entertainment Corporation, a Delaware corporation ("Blockbuster"), set forth opposite such Stockholder's name on Exhibit A hereto (all such shares owned by the Stockholders and any shares hereafter acquired by the Stockholders prior to the termination of this Agreement being referred to herein as the "Shares"); WHEREAS, Viacom and Blockbuster propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended from time to time, the "Merger Agreement"), which provides, upon the terms and subject to the conditions thereof, for the merger of Blockbuster with and into Viacom (the "Merger"); and WHEREAS, as a condition to the willingness of Viacom to enter into the Merger Agreement, Viacom has requested that each Stockholder agree, and, in order to induce Viacom to enter into the Merger Agreement, each Stockholder has agreed, severally and not jointly, to grant Viacom proxies to vote such Stockholder's Shares; NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants set forth herein and in the Merger Agreement, the parties hereto agree as follows: ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS Each Stockholder, severally and not jointly, hereby represents and warrants to Viacom as follows: SECTION 1.01. Due Organization, etc. Such Stockholder (if it is a corporation, partnership or other legal entity) is duly organized and validly existing under the laws of the jurisdiction of its incorporation or organization. Such Stockholder has full power and authority 2 (corporate of otherwise) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action (corporate or otherwise) on the part of such Stockholder. This Agreement has been duly executed and delivered by or on behalf of such Stockholder and, assuming its due authorization, execution and delivery by Viacom, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). SECTION 1.02. Title to Shares. Such Stockholder is the record or beneficial owner of its Shares free and clear of any proxy or voting restriction other than pursuant to this Agreement. ARTICLE II TRANSFER AND VOTING OF SHARES SECTION 2.01. Transfer of Shares. During the Proxy Term (as defined below), and except as otherwise provided herein, each Stockholder shall not (a) sell, pledge (other than Permitted Liens (as defined below) or otherwise dispose of any of its Shares, (b) deposit its Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares or grant any proxy with respect thereto or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any Blockbuster Common Stock. Exercise of rights or remedies pursuant to bona fide pledges of Shares to banks or other financial institutions ("Permitted Liens") are not restricted by this Agreement. SECTION 2.02 Voting of Shares; Further Assurances. (a) Each Stockholder, by this Agreement, with respect to those Shares that it owns of record, does hereby constitute and appoint Viacom, or any nominee of Viacom, with full power of substitution, during and for the Proxy Term, as its true and lawful attorney and proxy, for and in its name, place and stead, to vote each of such Shares as its proxy, at every annual, special or adjourned meeting of the stockholders of Blockbuster (including the right to sign its name (as stockholder) to any consent, certificate or other document relating to Blockbuster that the law of the 3 State of Delaware may permit or require) (i) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between Blockbuster and any person or entity (other than the Merger) or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Blockbuster under the Merger Agreement or which could result in any of the conditions to Blockbuster's obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement. Each Stockholder further agrees to cause the Shares owned by it beneficially to be voted in accordance with the foregoing. (b) For the purposes of this Agreement, "Proxy Term" shall mean the period from the execution of this Agreement until the termination of the Merger Agreement, and following termination of the Merger Agreement (other than a 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 Blockbuster; provided that in no event shall the Proxy Term extend beyond the close of business on the 120th day following termination of the Merger Agreement. (c) Each Stockholder shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in Viacom the power to carry out the provisions of this Agreement. ARTICLE III GENERAL PROVISIONS SECTION 3.01. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 4 SECTION 3.02. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. SECTION 3.03. Assignment. This Agreement shall not be assigned by operation of law or otherwise. SECTION 3.04. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. SECTION 3.05. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. SECTION 3.06. Governing Law. Except to the extent that Delaware Law is mandatorily applicable to the rights of the stockholders of Blockbuster, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed and to be performed entirely within that state. SECTION 3.07. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. VIACOM INC. By /s/ Sumner M. Redstone Name: Sumner M. Redstone Title: Chairman of the Board 5 PHILIPS ELECTRONICS N.V. By /s/ D.G. Eustace Name: D.G. Eustace Title: Executive Vice President [Address] __________________ __________________ WESTBURY (BERMUDA) LTD. By /s/ Name: Title: Vice President Victoria Hall 11 Victoria Street P.O. Box HM 1065 Hamilton HM EX Bermuda /s/ Scott Beck Scott Beck c/o Blockbluster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 /s/ Harris W. Hudson Harris W. Hudson 529 Bontana Avenue Fort Lauderdale, FL 33301 /s/ Bonnie J. Hudson Bonnie J. Hudson 529 Bontana Avenue Fort Lauderdale, FL 33301 6 /s/ Peter Huizenga Peter Huizenga Trustee, Peter H. Huizenga Testamentary Trust c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 /s/ Peter Huizenga Peter Huizenga c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 /s/ Peter Huizenga Peter Huizenga Trustee, Elizabeth I. Huizenga Trust c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 /s/ Peter Huizenga Peter Huizenga Trustee, Betsy Huizenga Trust c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 /s/ Peter Huizenga Peter Huizenga Trustee, Greta Huizenga Trust c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 7 /s/ Heidi Huizenga Heidi Huizenga Trustee, Peter Huizenga Jr. Trust c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 /s/ Heidi Huizenga Heidi Huizenga Trustee, Timothy Huizenga Trust c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 /s/ Dean Bruntrock Dean Bruntrock c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 /s/ Michael DeGrote Michael DeGrote c/o Blockbuster Entertainment Corporation One Blockbuster Plaza Fort Lauderdale, FL 33301 8 EXHIBIT A List of Stockholders Number of Shares of Blockbuster Common Stock Owned Name of Stockholder Beneficially and of Record Philips Electronics N.V. 17,245,211 [To Be Finalized] -----END PRIVACY-ENHANCED MESSAGE-----