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QVC Hikes Bid for Paramount Shares to $92 as Auction Opens : Acquisitions: The company’s fate won’t be decided before Christmas. Another round of bidding is likely, analysts say.

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TIMES STAFF WRITER

Paramount Communications began considering rival bids for the company Monday under a blanket of secrecy that was broken almost immediately by QVC Network, which published its offer late in the evening.

QVC raised the cash portion of its tender offer by $2 to $92 per share for 51% of Paramount. QVC said Paramount has informed the home shopping network that its bid topped the proposal made by Viacom Inc., but Wall Street sources said they expect at least one more round of bidding, if not more.

For the record:

12:00 a.m. Dec. 23, 1993 For the Record
Los Angeles Times Thursday December 23, 1993 Orange County Edition Business Part D Page 2 Column 1 Financial Desk 1 inches; 23 words Type of Material: Correction
QVC’s annual sales--A chart in Tuesday’s edition of the Los Angeles Times incorrectly reported the value of annual sales at QVC. QVC had sales of $1.07 billion in 1992.

Despite reports that Paramount’s board will meet today to assess the bids, the company’s fate won’t be determined before Christmas, even if the Paramount board names a “winner” by Dec. 23, as QVC lawyers predicted in a legal document Monday.

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Although the board initially pleaded to have final bids by Monday, the entertainment company acknowledged before the weekend that it would allow bidders to increase their tender offer prices at a later date.

The Paramount board was publicly chastised this month by a Delaware judge for failing to consider QVC’s bid, so it would be hard pressed to spurn a higher bid.

For those reasons, Wall Street and company sources said there was little reason for either Viacom or QVC to play its last hand on Monday.

Viacom did not disclose its opening hand, but the cash portion of its prior bid was $85 per share for 51% of Paramount.

QVC also made some changes in the securities it is offering for the remaining 49% that two sources described as “cosmetic.” One executive said it seems clear that QVC is prepared to raise its bid again, depending on what Viacom decides to do.

In effect, QVC simply added $100 million to the “front end” of its bid, because the Delaware Supreme Court invalidated the $100-million breakup fee that Paramount had pledged to Viacom if their friendly merger deal collapsed.

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QVC has taken a scrappy stance ever since its initial offer was rebuffed by the Paramount board three months ago. It successfully sued Paramount for failing to give its bid serious consideration, and the Paramount board subsequently agreed to abandon its merger agreement with Viacom in order to conduct an auction.

QVC lawyers returned to Delaware Chancery Court on Monday to keep the pressure on their rivals at Viacom. QVC attorneys pressed their request for documents and testimony from WMS Industries Inc., a pinball manufacturer that is 24.9% controlled by Sumner Redstone, Viacom’s chairman and controlling shareholder.

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QVC attorneys contend that WMS purchased $25 million of Viacom B shares during late September and October amid “apparent attempts by Redstone of Viacom to inflate the value of Redstone’s acquisition currency.”

Redstone has denied any knowledge of the WMS purchases of Viacom stock. Nevertheless, QVC lawyers said they need to take the deposition of WMS Chief Executive Louis Nicastro immediately, arguing that “by Thursday, Dec. 23, it is anticipated that the Paramount board may declare a winning bid.”

In the auction rules published last week, the Paramount board gave itself until Jan. 7 to act, but QVC has pushed for a 72-hour response.

More important, Paramount has promised to leave the final decision to shareholders, who will be free to tender their shares to either Viacom or Paramount.

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Viacom has taken particular umbrage at published reports that its stock was unfairly boosted with the help of WMS at a time when it was cementing its deals to enlist Blockbuster Entertainment and Nynex as investors in its bid for Paramount.

In a statement, Redstone said neither he nor any of his representatives discussed such purchases with WMS, and they only learned about the investment on Dec. 6 when a news reporter telephoned.

Viacom said WMS’ purchases “did not (and could not) affect the pricing” of the Blockbuster and Nynex deals because the pricing of the securities purchased by the companies was set during the weekend of Sept. 25, based on the Sept. 24 closing price, and prior to the beginning of the WMS purchases.

In trading Monday, Paramount climbed 62.5 cents to $82 on the New York Stock Exchange. Viacom A shares fell $1 to $49.25; Viacom B lost $1 to close at $5.25. QVC added 25 cents to close at $43.50.

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