-----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, aRZyTnCjf5DKWZ773W+6kzyG93WFxwSGMVdT8I/T0oCTi3HtPsmLU6lcGIl435mw tCp0GwSF0y+2nDcNHRVHvg== 0000950112-94-000200.txt : 19940128 0000950112-94-000200.hdr.sgml : 19940128 ACCESSION NUMBER: 0000950112-94-000200 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARAMOUNT COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0000044482 STANDARD INDUSTRIAL CLASSIFICATION: 7812 IRS NUMBER: 741330475 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 34 SEC FILE NUMBER: 005-10760 FILM NUMBER: 94503197 BUSINESS ADDRESS: STREET 1: 15 COLUMBUS CIRCLE CITY: NEW YORK STATE: NY ZIP: 10023-7780 BUSINESS PHONE: 2123738000 FORMER COMPANY: FORMER CONFORMED NAME: GULF & WESTERN INC /DE/ DATE OF NAME CHANGE: 19890606 FORMER COMPANY: FORMER CONFORMED NAME: GULF & WESTERN INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19860904 FORMER COMPANY: FORMER CONFORMED NAME: MICHIGAN BUMPER CORP DATE OF NAME CHANGE: 19660906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARAMOUNT COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0000044482 STANDARD INDUSTRIAL CLASSIFICATION: 7812 IRS NUMBER: 741330475 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 15 COLUMBUS CIRCLE CITY: NEW YORK STATE: NY ZIP: 10023-7780 BUSINESS PHONE: 2123738000 FORMER COMPANY: FORMER CONFORMED NAME: GULF & WESTERN INC /DE/ DATE OF NAME CHANGE: 19890606 FORMER COMPANY: FORMER CONFORMED NAME: GULF & WESTERN INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19860904 FORMER COMPANY: FORMER CONFORMED NAME: MICHIGAN BUMPER CORP DATE OF NAME CHANGE: 19660906 SC 14D9/A 1 PARAMOUNT COMMUNICATIONS (RE VIACOM) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 30 TO SCHEDULE 14D-9 (WITH RESPECT TO THE TENDER OFFER BY VIACOM INC.) ------------------------ SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ PARAMOUNT COMMUNICATIONS INC. (NAME OF SUBJECT COMPANY) PARAMOUNT COMMUNICATIONS INC. (NAME OF PERSON FILING STATEMENT) COMMON STOCK, PAR VALUE $1.00 PER SHARE INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS (TITLE OF CLASS OF SECURITIES) ------------------------ 699216 10 7 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ DONALD ORESMAN, ESQ. PARAMOUNT COMMUNICATIONS INC. 15 COLUMBUS CIRCLE NEW YORK, NEW YORK 10023-7780 (212) 373-8000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) ------------------------ COPY TO: JOEL S. HOFFMAN, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 455-2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 30 supplements and amends to the extent indicated herein the Solicitation/Recommendation Statement on Schedule 14D-9 of Paramount Communications Inc., as amended and restated on October 27, 1993 (as supplemented and amended through the date hereof, the "Schedule 14D-9"), initially filed with the Securities and Exchange Commission on October 25, 1993, with respect to the Revised Viacom Offer (as described therein). Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9. ITEM 3. IDENTITY AND BACKGROUND The response to Item 3(b) is hereby supplemented and amended as follows: On January 27, 1994, Paramount and Viacom entered into amendments to the Viacom Merger Agreement and the Viacom Exemption Agreement, copies of which amendments are filed as Exhibit Nos. 94 and 95, respectively, to the Schedule 14D-9 and are incorporated herein by reference. On January 27, 1994, Paramount's attorneys delivered a letter to Viacom's attorneys and QVC's attorneys, a copy of which is filed as Exhibit No. 96 to the Schedule 14D-9 and is incorporated herein by reference. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY The response to Item 7(b) is hereby supplemented and amended as follows: On January 27, 1994, Paramount and QVC entered into an amendment to the QVC Exemption Agreement, a copy of which amendment is filed as Exhibit No. 97 to the Schedule 14D-9 and is incorporated herein by reference. Reference is made to the letter from Paramount's attorneys to Viacom's attorneys and QVC's attorneys filed as Exhibit No. 96 to the Schedule 14D-9, which letter is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS The response to Item 9 is hereby supplemented and amended to add the following: Exhibit 94 - First Amendment, dated as of January 27, 1994, to Agreement and Plan of Merger, dated as of January 21, 1994, between Viacom and Paramount. Exhibit 95 - First Amendment, dated as of January 27, 1994, to Exemption Agreement, dated as of December 22, 1993, between Viacom and Paramount. Exhibit 96 - Letter from Simpson Thacher & Bartlett to Shearman & Sterling and Wachtell, Lipton, Rosen & Katz dated January 27, 1994. Exhibit 97 - First Amendment, dated as of January 27, 1994, to Exemption Agreement, dated as of January 21, 1994, between QVC and Paramount. 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. PARAMOUNT COMMUNICATIONS INC. By DONALD ORESMAN .................................. Name: Donald Oresman Title: Executive Vice President Dated: January 27, 1994 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE NO. - ------- ------------------------------------------------------------ -------- 1* Pages 5, 6 and 10-20 of Paramount's Proxy Statement dated January 29, 1993 for its 1993 Annual Meeting of Stockholders. 2* Employment Agreement with Robert Greenberg, a senior vice president of Paramount, dated as of April 5, 1993. 3* Amended and Restated Agreement and Plan of Merger, dated as of October 24, 1993, between Paramount and Viacom. 4* Stock Option Agreement, dated as of September 12, 1993, as amended on October 24, 1993, between Paramount and Viacom. 5* Voting Agreement, dated as of September 12, 1993, as amended on October 24, 1993, between Paramount and Amusements. 6* Press Release issued on October 24, 1993. 7* Letter to Stockholders of Paramount dated October 25, 1993. 8* Press Release issued on November 6, 1993. 9* Letter to Stockholders of Paramount dated November 8, 1993 with respect to the Viacom Offer. 10* Amendment No. 1, dated as of November 6, 1993, to the Amended and Restated Agreement and Plan of Merger, dated as of October 24, 1993, between Paramount and Viacom. 11* Letter to Stockholders of Paramount dated November 8, 1993 with respect to the QVC Offer. 12* Press Release issued by Viacom on November 12, 1993. 13* Press Release issued on November 15, 1993. 14* Letter to Stockholders of Paramount dated November 16, 1993 with respect to the QVC Offer. 15* Press Release issued by Viacom on November 19, 1993. 16* Press Release issued by QVC on November 20, 1993. 17* Press Release issued by Viacom on November 22, 1993. 18* Press Release issued by QVC on November 22, 1993. 19* Press Release issued by Viacom on November 23, 1993. 20* Press Release issued by QVC on November 23, 1993. 21* Press Release issued by Viacom on November 24, 1993. 22* Press Release issued by QVC on November 24, 1993. 23* Memorandum Opinion in QVC Network, Inc. v. Paramount Communications Inc., et al., Civ. Action No. 13208 (Del. Ch. November 24, 1993). 24* Preliminary Injunction Order in QVC Network, Inc. v. Paramount Communications Inc., et al., Civ. Action No. 13208 (Del. Ch. November 24, 1993). 25* Press Release issued by Paramount on November 24, 1993. 26* Press Release issued by Viacom on November 24, 1993. 27* Press Release issued by Viacom on November 26, 1993. 28* Press Release issued by Viacom on November 29, 1993. 29* Order of the Delaware Supreme Court dated November 29, 1993. 30* Press Release issued by QVC on December 1, 1993. 31* Revised Memorandum Opinion in QVC Network, Inc. v. Paramount Communications Inc., et al., Civ. Action No. 13208 (Del. Ch. November 24, 1993). - --------------- * Previously filed. EXHIBIT DESCRIPTION PAGE NO. - ------- ------------------------------------------------------------ -------- 32* Press Release issued by Viacom on December 9, 1993. 33* Press Release issued by Paramount on December 9, 1993. 34* Press Release issued by QVC on December 10, 1993. 35* Order in Paramount Communications Inc., et al. v. QVC Network, Inc., Civ. Action No. 13208 (Del. December 9, 1993). 36* Press Release issued by QVC on December 9, 1993. 37* Letter from Richards, Layton & Finger to Vice Chancellor Jack B. Jacobs of the Delaware Court of Chancery dated December 10, 1993. 38* Bidding Procedures of Paramount dated December 14, 1993. 39* Press Release issued by Paramount on December 14, 1993. 40* Letter to Stockholders of Paramount dated December 14, 1993 with respect to the Viacom Offer and the QVC Offer. 41* Press Release issued by Viacom on December 14, 1993. 42* Press Release issued by QVC on December 14, 1993. 43* Letter from Wachtell, Lipton, Rosen & Katz to Lazard dated December 14, 1993. 44* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton, Rosen & Katz dated December 15, 1993. 45* Press Release issued by Paramount on December 15, 1993. 46* Press Release issued by QVC on December 16, 1993. 47* Letter from the Delaware Chancery Court to Young, Conaway, Stargatt & Taylor; Richards, Layton & Finger; Morris & Morris; and Morris, Nichols, Arsht & Tunnell dated December 14, 1993. 48* Revised pages to the Memorandum Opinion in QVC Network, Inc. v. Paramount Communications Inc., et al., Civ. Action No. 13208 (Del. Ch. November 24, 1993). 49* Letter from Shearman & Sterling to Lazard dated December 15, 1993. 50* Letter from Simpson Thacher & Bartlett to Shearman & Sterling dated December 16, 1993. 51* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton, Rosen & Katz dated December 17, 1993. 52* Press Release issued by Paramount on December 20, 1993. 53* Press Release issued by Paramount on December 22, 1993. 54* Press Release issued by QVC on December 22, 1993. 55* Notice of Termination dated December 22, 1993 delivered by Paramount to Viacom. 56* Exemption Agreement, dated as of December 22, 1993, between Viacom and Paramount. 57* Letter to Stockholders of Paramount dated December 23, 1993 with respect to the Revised QVC Offer and the Viacom Offer. 58* Opinion of Lazard dated December 21, 1993. 59* Agreement and Plan of Merger, dated as of December 22, 1993, between Paramount and QVC. 60* Voting Agreement dated December 22, 1993 among BellSouth Corporation, Comcast Corporation, Cox Enterprises, Inc., Advance Publications, Inc. and Arrow Investments, L.P. 61* First Amendment, dated as of December 27, 1993, to Agreement and Plan of Merger, dated as of December 22, 1993, between Paramount and QVC. - --------------- * Previously filed. EXHIBIT DESCRIPTION PAGE NO. - ------- ------------------------------------------------------------ -------- 62* Press Release issued by Viacom on January 7, 1994. 63* Press Release issued by Viacom on January 9, 1994. 64* Press Release issued by Paramount on January 7, 1994. 65* Press Release issued by QVC on January 7, 1994. 66* Press Release issued by QVC on January 10, 1994. 67* Letter from Wachtell, Lipton, Rosen & Katz to the Paramount Board dated January 11, 1994. 68* Letter from Shearman & Sterling to the Paramount Board dated January 12, 1994. 69* Letter from Paramount to Wachtell, Lipton, Rosen & Katz dated January 13, 1994. 70* Press Release issued by Paramount on January 12, 1994. 71* Letter from Simpson Thacher & Bartlett to Sherman & Sterling and Wachtell, Lipton, Rosen & Katz dated January 13, 1994. 72* Letter to Stockholders of Paramount dated January 13, 1994 with respect to the Current QVC Offer and the Revised Viacom Offer. 73* Opinion of Lazard dated January 12, 1994. 74* Letter from Wachtell, Lipton, Rosen & Katz to Simpson Thacher & Bartlett dated January 14, 1994. 75* Letter from Simpson Thacher & Bartlett to Wachtell, Lipton, Rosen & Katz dated January 18, 1994. 76* Letter from the Commission to Simpson Thacher & Bartlett dated January 15, 1994. 77* Press Release issued by Viacom on January 18, 1994. 78* Press Release issued by Paramount on January 18, 1994. 79* Press Release issued by QVC on January 19, 1994. 80* Agreement and Plan of Merger, dated as of January 21, 1994, between Paramount and Viacom. 81* Voting Agreement, dated as of January 21, 1994, between Paramount and Amusements. 82* Press Release issued by Paramount on January 21, 1994. 83* Letter to Stockholders of Paramount dated January 24, 1994 with respect to the Current QVC Offer and the Revised Viacom Offer. 84* Opinion of Lazard dated January 21, 1994. 85* Notice of Termination dated January 21, 1994 delivered by Paramount to QVC. 86* Exemption Agreement, dated as of January 21, 1994, between QVC and Paramount. 87* Letter from Viacom to Paramount dated January 19, 1994. 88* Letter from Wachtell, Lipton, Rosen & Katz to Paramount dated January 20, 1994. 89* Letter from Shearman & Sterling to Paramount dated January 21, 1994. 90* Letter from Wachtell, Lipton, Rosen & Katz to Paramount dated January 24, 1994. 91* Letter from Paramount to Wachtell, Lipton, Rosen & Katz dated January 24, 1994. - --------------- * Previously filed. EXHIBIT DESCRIPTION PAGE NO. - ------- ------------------------------------------------------------ -------- 92* Letter from Shearman & Sterling to Paramount dated January 25, 1994. 93* Letter from Paramount to Shearman & Sterling dated January 25, 1994. 94 First Amendment, dated as of January 27, 1994, to Agreement and Plan of Merger, dated as of January 21, 1994, between Viacom and Paramount. 95 First Amendment, dated as of January 27, 1994, to Exemption Agreement, dated as of December 22, 1993, between Viacom and Paramount. 96 Letter from Simpson Thacher & Bartlett to Shearman & Sterling and Wachtell, Lipton, Rosen & Katz dated January 27, 1994. 97 First Amendment, dated as of January 27, 1994, to Exemption Agreement, dated as of January 21, 1994, between QVC and Paramount. - --------------- * Previously filed. EX-99.94 2 FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of January 27, 1994, to the Agreement and Plan of Merger, dated as of January 21, 1994 (the "Merger Agreement"), between Viacom Inc., a Delaware corporation ("Viacom"), and Paramount Communications Inc., a Delaware corporation ("Paramount"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, Viacom and Paramount have agreed to amend certain provisions of the Merger Agreement in the manner provided below; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: SECTION 1. Defined Terms. As used in this Amendment, ------------- terms defined in the Merger Agreement are used herein as therein defined, unless otherwise defined herein. Unless otherwise indicated, all Section and subsection references are to the Merger Agreement. SECTION 2. Amendments to Section 2.1(c)(ii). Section -------------------------------- 2.1(c)(ii) is hereby amended by deleting the words "other than a change in the terms of the Offer" and by substituting, in their place, the phrase "outside the control of Viacom (those events not deemed to be outside the control of the Offeror shall include, without limitation, any change in the terms of the Offer or the Merger)." Section 2.1(c)(ii) is also amended by (i) inserting after the words "Common Stock payable in the Offer or" the phrase "the Merger or" and (ii) inserting after the words "otherwise amend the Offer" the phrase "or the terms of the Merger." Section 2.1(c)(ii) is further amended by adding at the end thereof the following sentences: "Any amendment to the Offer or any change in the consideration offered to the Paramount stockholders in the Merger that results in an extension of the Expiration Date shall be publicly announced by 5:00 p.m. on the date of such amendment or change. Viacom hereby agrees that it shall not (a) seek to amend or waive any provision of the Merger Agreement that is substantially identical to the provisions relating to the bidding procedures contained in the Other Exemption Agreement (the "Bidding Procedures") or (b) publicly announce an intention to take an action which is not otherwise permitted, or refrain from taking an action which is required, under the terms of this Agreement relating to the Bidding Procedures." SECTION 3. Miscellaneous. Except as expressly amended ------------- herein, the Merger Agreement shall continue to be, and shall 2 remain, in full force and effect in accordance with its terms. This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. SECTION 4. Governing Law. Except to the extent that ------------- Delaware Law is mandatorily applicable to the Merger and the rights of the stockholders of Paramount and Viacom, this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. IN WITNESS WHEREOF, Viacom and Paramount have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. ATTEST: VIACOM INC. By_________________ By__________________ ATTEST: PARAMOUNT COMMUNICATIONS INC. By_________________ By_______________________ EX-99.95 3 FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of January 27, 1994, to the Exemption Agreement, dated as of December 22, 1993 (the "Exemption Agreement"), between Viacom Inc., a Delaware corporation ("Viacom"), and Paramount Communications Inc., a Delaware corporation ("Paramount"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, Viacom and Paramount have agreed to amend certain provisions of the Exemption Agreement in the manner provided below; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: SECTION 1. Defined Terms. As used in this Amendment, ------------- terms defined in the Exemption Agreement are used herein as therein defined, unless otherwise defined herein. Unless otherwise indicated, all Section and subsection references are to the Exemption Agreement. SECTION 2. Amendments to Section 2.01(a). Clause (v) ----------------------------- of Section 2.01(a) is hereby amended by deleting the words "other than a change in the terms of the Offer" and by substituting, in their place, the phrase "outside the control of the Offeror (those events not deemed to be outside the control of the Offeror shall include, without limitation, any change in the terms of the Offer or the proposed terms of the Merger (as defined in the form of Merger Agreement attached as Exhibit A hereto))." Section 2.01(a) is also amended by (i) inserting after the words "consideration of the Offer or" in the last sentence thereof the phrase "the Merger or" and (ii) inserting after the words "otherwise amend the Offer" in the last sentence thereof the phrase "or the proposed terms of the Merger." Section 2.01(a) is further amended by adding at the end thereof the following sentences: "Any amendment to the Offer or any change in the consideration offered to the Paramount stockholders in the Merger that results in an extension of the Expiration Date shall be publicly announced by 5:00 p.m. on the date of such amendment or change. The Offeror hereby agrees that it shall not (a) seek to amend or waive any provision of the Bidding Procedures or (b) publicly announce an intention to take an action which is not otherwise permitted, or refrain from taking an action which is required, under the terms of this Agreement." SECTION 3. Miscellaneous. Except as expressly amended ------------- herein, the Exemption Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 2 This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. SECTION 4. Governing Law. This Amendment shall be ------------- governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law, except to the extent that any provisions are governed by the federal securities laws. IN WITNESS WHEREOF, Viacom and Paramount have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. ATTEST: VIACOM INC. By_________________ By__________________ ATTEST: PARAMOUNT COMMUNICATIONS INC. By_________________ By_______________________ EX-99.96 4 SIMPSON THACHER & BARTLETT (A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS) VIA FACSIMILE January 27, 1994 - ------------- Stephen R. Volk, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Martin Lipton, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Gentlemen: As you are aware, the bidding procedures to which you each have committed require best and final bids no later than 5:00 p.m. on February 1, 1994. We want to confirm to you that Paramount fully intends to hold to that schedule. We believe both bidders have had more than a reasonable time to structure and propose a bid which will supply the highest value for the Paramount shareholders. Moreover, having provided that opportunity, it is in the best interests of Paramount and its shareholders to now conclude the bidding process and the sale of Paramount in a timely manner. Any amendment to either the offer or back end consideration after February 1 would be in violation of the bidding procedures to which you have agreed. Lazard will be available to discuss with you any questions you may have before you submit your final bid. Very truly yours, /s/ Richard I. Beattie Richard I. Beattie EX-99.97 5 FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of January 27, 1994, to the Exemption Agreement, dated as of January 21, 1994 (the "Exemption Agreement"), between QVC Network, Inc., a Delaware corporation ("QVC"), and Paramount Communications Inc., a Delaware corporation ("Paramount"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, QVC and Paramount have agreed to amend certain provisions of the Exemption Agreement in the manner provided below; NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: SECTION 1. Defined Terms. As used in this Amendment, ------------- terms defined in the Exemption Agreement are used herein as therein defined, unless otherwise defined herein. Unless otherwise indicated, all Section and subsection references are to the Exemption Agreement. SECTION 2. Amendments to Section 2.01(a). Clause (v) ----------------------------- of Section 2.01(a) is hereby amended by deleting the words "other than a change in the terms of the Offer" and by substituting, in their place, the phrase "outside the control of the Offeror (those events not deemed to be outside the control of the Offeror shall include, without limitation, any change in the terms of the Offer or the proposed terms of the Merger (as defined in the form of Merger Agreement attached as Exhibit A hereto))." Section 2.01(a) is also amended by (i) inserting after the words "consideration of the Offer or" in the last sentence thereof the phrase "the Merger or" and (ii) inserting after the words "otherwise amend the Offer" in the last sentence thereof the phrase "or the proposed terms of the Merger." Section 2.01(a) is further amended by adding at the end thereof the following sentences: "Any amendment to the Offer or any change in the consideration offered to the Paramount stockholders in the Merger that results in an extension of the Expiration Date shall be publicly announced by 5:00 p.m. on the date of such amendment or change. The Offeror hereby agrees that it shall not (a) seek to amend or waive any provision of the Bidding Procedures or (b) publicly announce an intention to take an action which is not otherwise permitted, or refrain from taking an action which is required, under the terms of this Agreement." SECTION 3. Miscellaneous. Except as expressly amended ------------- herein, the Exemption Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 2 This Amendment may be executed by the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. SECTION 4. Governing Law. This Amendment shall be ------------- governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law, except to the extent that any provisions are governed by the federal securities laws. IN WITNESS WHEREOF, QVC and Paramount have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. ATTEST: QVC NETWORK, INC. By_________________ By__________________ ATTEST: PARAMOUNT COMMUNICATIONS INC. 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