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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 49)
(FINAL AMENDMENT)
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 50)
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
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Page 1 of Pages
Exhibit Index on Page
CUSIP NO. 699216107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Viacom Inc.
I.R.S. Identification No. 04-2261332
2. Check the Appropriate Box if a Member of Group (a) / /
(b) / /
3. SEC Use Only
4. Sources of Funds
BK, OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
61,657,432 Shares
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented by Amount in Row (7)
50.1%
10. Type of Reporting Person
CO
CUSIP NO. 699216107
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
National Amusements, Inc.
I.R.S. Identification No.
2. Check the Appropriate Box if a Member of Group (a) / /
(b) / /
3. SEC Use Only
4. Sources of Funds
BK, OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) / /
6. Citizenship or Place of Organization
Maryland
7. Aggregate Amount Beneficially Owned by Each Reporting Person
61,657,432 Shares
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented by Amount in Row (7)
50.1%
10. Type of Reporting Person
CO
CUSIP NO. 699216107
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 (a) / /
(b) / /
3. SEC Use Only
4. Sources of Funds
BK, OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) / /
6. Citizenship or Place of Organization
United States
7. Aggregate Amount Beneficially Owned by Each Reporting Person
61,657,432 Shares
8. Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
9. Percent of Class Represented by Amount in Row (7)
50.1%
10. Type of Reporting Person
IN
This Amendment No. 49 (Final Amendment) to the Tender Offer
Statement on Schedule 14D-1 and Amendment No. 50 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"), the Third Supplement thereto
dated January 18, 1994 (the "Third Supplement") and the Fourth
Supplement thereto dated February 1, 1994 (the "Fourth
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,
the Fourth Supplement and the Schedule 14D-1.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended and supplemented as follows:
On March 10, 1994, Purchaser completed the
sale of 22,727,273 shares of Viacom Class B Common
Stock to Blockbuster pursuant to the Blockbuster
Subscription Agreement, for an aggregate purchase
price of $1,250,000,015. A copy of a press release
relating to the foregoing is filed as Exhibit
(a)(105) to the Schedule 14D-1 and is incorporated
herein by reference.
On March 11, 1994, Purchaser borrowed
$3.7 billion under the Bank Facility.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS
OF THE BIDDER.
Item 5 is hereby amended and supplemented as follows:
Purchaser has designated a majority of the
Paramount Board to serve in that capacity until the
Merger. A copy of a press release relating to the
foregoing is filed as Exhibit (a)(107) to the Schedule
14D-1 and is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented as follows:
On March 10, 1994, Purchaser was informed
by the Depositary that a total of 119,166,902 Shares
had been validly tendered pursuant to the Offer and
not withdrawn. Pursuant to the Offer, Purchaser has
accepted for payment 61,657,432 Shares.
Accordingly, after proration, Purchaser has accepted
from each tendering stockholder 51.7404% of all
Shares validly tendered by such stockholder and not
withdrawn (with adjustments to avoid the purchase of
fractional shares). A copy of a press release
relating to the foregoing is filed as Exhibit
(a)(106) to the Schedule 14D-1 and is incorporated
herein by reference.
On March 11, 1994, Purchaser paid for the
Shares accepted for payment by depositing the
purchase price therefor with the Depositary, as
agent for tendering stockholders. A copy of a press
release relating to the foregoing is filed as
Exhibit (a)(107) to the Schedule 14D-1 and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add
the following Exhibits:
99(a)(105) Press Release issued by Purchaser on
March 10, 1994.
99(a)(106) Press Release issued by Purchaser on
March 10, 1994.
99(a)(107) Press Release issued by Purchaser on
March 11, 1994.
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.
March 11, 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.
March 11, 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
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99(a)(105) Press Release issued by Purchaser on March 10, 1994.
99(a)(106) Press Release issued by Purchaser on March 10, 1994.
99(a)(107) Press Release issued by Purchaser on March 11, 1994.
BLOCKBUSTER COMPLETES $1.25 BILLION INVESTMENT IN VIACOM
New York, New York, March 10, 1994 -- Pursuant to the terms
of their subscription agreement, Viacom Inc. (ASE: VIA and
VIAB) and Blockbuster Entertainment Corporation (NYSE: BV)
announced today that Blockbuster has purchased approximately
23 million shares of Viacom Class B Common Stock for a total
consideration of $1.25 billion.
The merger of Viacom and Blockbuster is expected to be
submitted to shareholders for approval in late April or
early May.
# # #
Contact: Viacom Inc. Blockbuster Entertainment Corp.
Raymond A. Boyce Wally Knief
212/258-6530 305/832-3250
Edelman
Scott Tagliarino
212/704-8261
VIACOM ANNOUNCES FINAL PRO-RATION RESULTS
IN PARAMOUNT TENDER OFFER
New York, New York, March 10, 1994 -- Viacom Inc. (ASE: VIA
and VIAB) announced today that it has been informed by First
Chicago Trust Company of New York, the depository for Viacom's
tender offer for Paramount Communications Inc. (NYSE: PCI)
that 119,166,902 Paramount shares have been tendered into the
offer and not withdrawn.
The final pro-ration factor in respect of the tender offer
is 51.7404%. Viacom will pay for shares accepted for payment
on March 11, 1994 and will promptly return shares that are not
purchased.
# # #
Contact: Viacom Inc. Edelman
Raymond A. Boyce Scott Tagliarino
212/258-6530 212/704-8261
VIACOM TAKES CONTROL OF PARAMOUNT
-- Pays For Paramount Shares Accepted For Payment --
New York, New York, March 11, 1994 -- Viacom Inc. (ASE: VIA
and VIAB) announced today that it has paid for the 61,657,432
shares (50.1%) of Paramount Communications Inc. (NYSE: PCI)
accepted for payment under the terms of its tender offer.
With the completion of this payment, Viacom has acquired a
majority of the outstanding shares of Paramount.
Viacom also said that it had designated a majority of the
Paramount Board of Directors to serve in that capacity until
Paramount becomes a wholly owned subsidiary of Viacom.
# # #
Contact: Viacom Inc. Edelman
Raymond A. Boyce Robert C. Hubbell
212/258-6530 212/704-8255