QVC Lets Bid Stand as Deadline Nears : Mergers: The company’s announcement appears to help Viacom in the five-month Paramount takeover battle, which could end tonight.

QVC Network Inc. on Sunday declared that it does not plan to revise its $10-billion cash-and-stock offer for Paramount Communications, a move that appears to strengthen rival Viacom Inc.’s chances to win the prize this week in the five-month-long bidding war.

Sunday’s 11th-hour announcement suggests that QVC Chairman Barry Diller has no last-minute trick up his sleeve--as some investors had speculated--to unveil before today’s 9 p.m. Pacific time deadline for Paramount’s shareholders to pledge their stock to either suitor.

A source in the QVC camp, however, strongly disputed any suggestion that Sunday’s statement amounted to a concession by Diller that QVC has lost. Some analysts believe the contest could go down to the wire tonight--with the possibility that neither side’s $10-billion offers, made Feb. 1, will gain the 50.1% shareholder support needed to win.

QVC’s statement may also have been prompted by legal reasons. Viacom has been accusing QVC of a “back-door attempt” to quietly change its bid, which QVC said would violate procedures both Paramount suitors agreed to earlier.

Speculation had been that QVC partner BellSouth or another company might announce plans to buy QVC stock in the open market to prop up its value, thus strengthening the home shopping network’s bid by shoring up the value of stock it is offering Paramount shareholders. But Sunday’s statement appears to quash that speculation.

The result is that QVC’s only hope appears to be neither side gaining a majority of Paramount shares tendered by investors before the deadline tonight set by Paramount’s board. That would presumably throw the bidding open once again, giving QVC another chance to legally modify its offer.

“There’s a better than even chance we could end up with a stalemate. We may not know who the sweetheart is on Valentine’s Day,” said Seidler Cos. managing director Jeffrey Logsdon.

But QVC appeared to send a signal that it may have reached its limit. In its statement, the West Chester, Pa.-based company noted that it has not tapped some available bank funds that would allow it to raise its bid. QVC said it has stuck to its promise of not bidding more for Paramount than is prudent and has also not compromised “the integrity” of QVC.

Investors handicapping the race at this point put Viacom in front, although it remains relatively close. Viacom, an entertainment giant that owns the MTV and Nickelodeon networks, is making its bid along with its tentative merger partner, video giant Blockbuster Entertainment. Paramount’s board supports Viacom’s offer.

In its statement, QVC continued to tout its bid, arguing that its offer remains superior with “no collars, no games, no bells, no whistles and is easily understood.”

Likewise, in a statement Sunday, Viacom claimed its bid is better, saying, “It hardly needs to be stated that the Viacom offer on its face is clearly superior to that of QVC.”

QVC also criticized those who have said the company needs to put a “collar” on its bid, or a safety net to protect investors from a fall in QVC’s stock price should the company win.

QVC said investors have told the company that the “only issue that prevents our winning is the lack of ‘back-end protection’ ” in its bid. QVC called that notion a “myth,” saying that Viacom’s stock also lacks such protection. Viacom disputed that allegation, calling QVC’s statement an attempt to “erroneously denigrate” its offer.

Continuing to lobby shareholders, QVC argued that it can bring out the best long-term value in Paramount. “The only good argument is one that contains concrete plans for the rebuilding of current assets and the creation of new ones, not nebulous talk about synergies and unspecified cutbacks,” QVC said.

Whether QVC’s message about long-term value has any impact is questionable, since as much as 60% of Paramount’s stock is estimated by analysts to be in the hands of stock speculators who snapped it up looking for a quick short-term profit.

Responding to QVC’s statement, Viacom said it is “at the first stage of creating a global media powerhouse of unparalleled proportions in the industry.”

* BEYOND PARAMOUNT

Columnist Tom Petruno explains Wall Street’s hopes for a revival of interest in multimedia. D4