SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
093676 10 4
(CUSIP Number)
Philippe P. Dauman, Esq.
Viacom Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (617) 461-1600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
Copy to:
Stephen R. Volk, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
January 7, 1994
(Date of Event which Requires Filing of this Statement)
==============================================================
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /.
CUSIP No. 093676 10 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VIACOM INC.
I.R.S. Identification No. 04-2949533
(2) Check the Appropriate Box if a Member of Group (See
Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) To be determined*
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 55,844,935**
Owned by
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 15,577,211**
With
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 55,844,935**
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
22.6%**
(14) Type of Reporting Person (See Instructions) CO
* See Item 3 below.
** See Item 5 below.
Page 2 of Pages
CUSIP No. 093676 10 4
(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 (See
Instructions)
/ / (a)
/ / (b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions) To be determined*
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
(6) Citizenship or Place of Organization United States
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 55,844,935**
Owned by
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 15,577,211**
With
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 55,844,935**
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11)
22.6%**
(14) Type of Reporting Person (See Instructions) IN
* See Item 3 below.
** See Item 5 below.
Page 3 of Pages
This Amendment No. 1 amends the Statement on Schedule
13D filed with the Securities and Exchange Commission on January
18, 1994 by Viacom Inc. and Sumner M. Redstone (the "Statement").
This Amendment No. 1 is filed with respect to the shares of
common stock, par value $.10 per share (the "Common Stock"), of
Blockbuster Entertainment Corporation (the "Issuer"), a Delaware
corporation, with its principal executive offices located at One
Blockbuster Plaza, Fort Lauderdale, Florida 33301. Capitalized
terms used but not defined herein have the meanings assigned to
such terms in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended and restated
in its entirety to read as follows:
"This Statement relates to (i) options granted to
Viacom by certain holders of shares of Common Stock (the "Group A
Stockholders") to purchase such shares from the Group A
Stockholders (the "Stock Options") and (ii) proxies granted to
Viacom by the Group A Stockholders and certain additional holders
of shares of Common Stock as described in Item 4 below (the
"Proxies").
The Stock Options entitle Viacom to purchase up to
15,577,211 shares of Common Stock (the "Option Shares") under the
circumstances specified in the Amended and Restated Stockholders
Stock Option Agreement dated as of January 7, 1994 among Viacom
and the Group A Stockholders (the "Stock Option Agreement"). The
Stock Option Agreement amends and restates in its entirety the
Stockholders Stock Option Agreement dated as of January 7, 1994
among Viacom and the Group A Stockholders. In the event that the
Stock Options become exercisable, Viacom will make an election as
to the source of the necessary funds. The Stock Option Agreement
is attached hereto as Exhibit 1.
The Proxies have been granted by the Group A
Stockholders in the Stock Option Agreement and by the Group B
Stockholders (as defined below) in the Amended and Restated Proxy
Agreement dated as of January 7, 1994 among Viacom and the Group B
Stockholders (the "Proxy Agreement"). The "Group B Stockholders"
consist of certain Group A Stockholders with respect to shares of
Common Stock held by them and not subject to the Stock Option
Agreement and certain additional holders of shares of Common
Stock. The Proxy Agreement amends and restates in its entirety
the Proxy Agreement dated as of January 7, 1994 among Viacom and
the Group B Stockholders. The Proxy Agreement is attached hereto
as Exhibit 2."
Page 4 of Pages
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by
amending and restating the first paragraph thereof in its
entirety to read as follows:
"As a result of the Stock Options and Proxies, Viacom
may be deemed to be the beneficial owner of 55,844,935 shares of
Common Stock (assuming exercise of each of the Stock Options),
which would represent approximately 22.6% of the Shares of Common
Stock outstanding."
Item 7. Material to Be Filed as Exhibits.
1. Amended and Restated Stockholders Stock Option Agreement.
2. Amended and Restated Proxy Agreement.
3. Limited Power of Attorney.
Page 5 of Pages
Signature
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this Statement is true, complete and correct.
February 28, 1994 VIACOM INC.
By /s/ Philippe P. Dauman
-----------------------------
Name: Philippe P. Dauman
Title: Senior Vice President,
General Counsel and
Secretary
Page 6 of Pages
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.
February 28, 1994
*
--------------------------------
Sumner M. Redstone, Individually
*By /s/ PHILIPPE P. DAUMAN
...................................
Philippe P. Dauman
Attorney-in-Fact
under the Limited Power of
Attorney filed as Exhibit 3
to Schedule 13D.
Page 7 of Pages
Exhibit Index
1. Amended and Restated Stockholders Stock Option
Agreement
2. Amended and Restated Proxy Agreement
3. Limited Power of Attorney
Page 8 of Pages