-----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, oQrklGfgsaTUacvp677+/g9o/vbHL16RGG6tcRSYPs0JOnk5CUreX6NBZLOXmWoU /rZ/FlGRDWofj1mCmINwnQ== 0000950112-94-000174.txt : 19940128 0000950112-94-000174.hdr.sgml : 19940128 ACCESSION NUMBER: 0000950112-94-000174 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940126 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 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-10760 FILM NUMBER: 94502847 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 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 14D1/A SEC ACT: 34 SEC FILE NUMBER: 005-10760 FILM NUMBER: 94502848 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: VIACOM INC CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: 4841 IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 200 ELM ST CITY: DEDHAM STATE: MA ZIP: 02026 BUSINESS PHONE: 6174611600 MAIL ADDRESS: STREET 1: 200 ELM STREET CITY: DEDHAM STATE: MA ZIP: 02026 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIACOM INC CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: 4841 IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 200 ELM ST CITY: DEDHAM STATE: MA ZIP: 02026 BUSINESS PHONE: 6174611600 MAIL ADDRESS: STREET 1: 200 ELM STREET CITY: DEDHAM STATE: MA ZIP: 02026 SC 14D1/A 1 VIACOM INC., RE PARAMOUNT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT (AMENDMENT NO. 31) PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D (AMENDMENT NO. 32) UNDER THE SECURITIES EXCHANGE ACT OF 1934 PARAMOUNT COMMUNICATIONS INC. (Name of Subject Company) VIACOM INC. NATIONAL AMUSEMENTS, INC. SUMNER M. REDSTONE BLOCKBUSTER ENTERTAINMENT CORPORATION (Bidder) COMMON STOCK, $1.00 PAR VALUE (Title of Class of Securities) 699216 10 7 (CUSIP Number of Class of Securities) PHILIPPE P. DAUMAN, ESQ. VIACOM INC. 1515 BROADWAY NEW YORK, NEW YORK 10036 TELEPHONE: (212) 258-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: STEPHEN R. VOLK, ESQ. SHEARMAN & STERLING 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 TEL.: (212) 848-4000 ROGER S. AARON, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TEL.: (212) 735-3000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Page 1 of Pages Exhibit Index on Page This Amendment No. 31 to the Tender Offer Statement on Schedule 14D-1 and Amendment No. 32 to Schedule 13D (the "Statement") relates to the offer by Viacom Inc., a Delaware corporation ("Purchaser"), to purchase shares of Common Stock, par value $1.00 per share (the "Shares"), of Paramount Communications Inc., a Delaware corporation (the "Company"), at a price of $107 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated October 25, 1993 (the "Offer to Purchase"), a copy of which was attached as Exhibit (a)(1) to Amendment No. 1, filed with the Securities and Exchange Commission (the "Commission") on October 26, 1993, to the Tender Offer Statement on Schedule 14D-1 filed with the Commission on October 25, 1993 (the "Schedule 14D-1"), as supplemented by the Supplement thereto dated November 8, 1993 (the "First Supplement"), the Second Supplement thereto dated January 7, 1994 (the "Second Supplement") and the Third Supplement thereto dated January 18, 1994 (the "Third Supplement") and in the related Letters of Transmittal. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase, the First Supplement, the Second Supplement, the Third Supplement and the Schedule 14D-1. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3(b) is hereby amended and supplemented as follows: By letter dated January 25, 1994, Purchaser's legal advisor requested that the Company deliver a copy of the written presentation of Lazard Freres & Co. ("Lazard") delivered to the Company's Board of Directors on January 21, 1994 (the "Lazard Presentation") along with a copy of the opinion of Lazard delivered in connection therewith. A copy of such letter is filed as Exhibit (a)(68) to the Schedule 14D-1. Copies of the Lazard Presentation were provided by the Company under cover of a letter dated January 25, 1994 and subject to confidentiality agreements between Lazard and Purchaser and between Lazard and Blockbuster. A copy of the Company's cover letter is filed as Exhibit (a)(69) to the Schedule 14D-1. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following Exhibits: 99(a)(68) Letter dated January 25, 1994 from Purchaser's legal advisor to the Company. 99(a)(69) Letter dated January 25, 1994 from the Company to Purchaser's legal advisor. SIGNATURE After due 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 26, 1994 VIACOM INC. By /s/ PHILIPPE P. DAUMAN ................................... Philippe P. Dauman Senior Vice President, General Counsel and Secretary * ................................... Sumner M. Redstone, Individually NATIONAL AMUSEMENTS, INC. By * ................................... Sumner M. Redstone Chairman, Chief Executive Officer and President *By /s/ PHILIPPE P. DAUMAN ................................... Philippe P. Dauman Attorney-in-Fact under Powers of Attorney filed as Exhibit (a)(36) to the Schedule 14D-1 SIGNATURE After due 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 26, 1994 BLOCKBUSTER ENTERTAINMENT CORPORATION By /s/ STEVEN R. BERRARD ................................... Steven R. Berrard President and Chief Operating Officer EXHIBIT INDEX PAGE IN SEQUENTIAL EXHIBIT NUMBERING NO. SYSTEM ---------- ------------- 99(a)(68) Letter dated January 25, 1994 from Purchaser's legal advisor to the Company. 99(a)(69) Letter dated January 25, 1994 from the Company to Purchaser's legal advisor. EX-99.(A)(68) 2 SHEARMAN & STERLING January 25, 1994 VIA FACSIMILE - -------------- Donald Oresman, Esq. Paramount Communcations Inc. 15 Columbus Circle New York, New York 10023-7780 Request for Information ----------------------- Dear Donald: We understand that yesterday QVC Network, Inc. requested certain written information from Paramount Communications Inc. and that Paramount has delivered such information to QVC, subject to a confidentiality agreement. On behalf of our client, Viacom Inc., we hereby request that Paramount deliver the same information to Viacom. Viacom is prepared to negotiate and enter into a confidentiality agreement regarding such information. Please do not hesitate to call me should you have any questions. Very truly yours, /s/ Creighton O'M. Condon Creighton O'M. Condon cc: Joel S. Hoffman Philippe P. Dauman Thomas Hawkins Richard Easton EX-99.(A)(69) 3 PARAMOUNT COMMUNICATIONS INC. BY HAND January 25, 1994 Creighton O'M. Condon, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York Dear Creighton: Enclosed is a copy of the Lazard Freres January 21 presentation to the Board of Directors (it is in two parts -- one marked Presentation and the other marked Appendix) along with a copy of the Lazard Freres opinion. Also, please note that the appendix contains six loosely inserted summary fact sheets on Time Warner, Walt Disney and Turner Broadcasting. The above material was delivered to QVC. It is being delivered to you (other than the Lazard Freres opinion) pursuant to a confidentiality agreement between Lazard Freres and Viacom which I understand has been executed. In addition to the enclosed material which was requested by QVC, an inquiry was made by QVC with respect to certain advice delivered by Simpson Thacher & Barlett. That advice was delivered orally at the Board Meeting on January 21 as the merger agreement did not contemplate a written opinion. Sincerely, /s/Donald Oresman -----END PRIVACY-ENHANCED MESSAGE-----