2/21/94


NEW YORK (AP) -- A description of the media-entertainment conglomerate
created by Viacom Inc.'s purchase of Paramount Communications Inc. and
its proposed merger with Blockbuster Entertainment Corp.

The cable TV owner Viacom is controlled by Sumner Redstone, one of the
nation's wealthiest people with a estimated fortune of $5.6 billion.

Viacom, based in New York, generates nearly $2 billion in annual
revenue and owns the MTV, VH-1 and Nickelodeon cable networks, the
Showtime pay-TV channel, five TV stations, 14 radio stations and cable
systems with 1.1 million subscribers. Its syndication library includes
"Roseanne," "The Cosby Show" and "The Mary Tyler Moore Show."

New York-based Paramount, headed by chairman Martin Davis, is a $4.2
billion concern that owns Paramount Pictures ("Addams Family Values,"
"Wayne's World 2"), Paramount Television ("Wings," "Entertainment
Tonight"), seven TV stations and a stake in the USA cable network.

It also owns Madison Square Garden in Manhattan, the MSG regional
sports cable network, the New York Knicks and Rangers sports teams,
five theme parks and a Canadian movie theater chain. Its publishing
operations include Simon & Schuster, Prentice-Hall and Pocket Books.
It recently agreed to buy book publisher Macmillan.

Blockbuster, based in Fort Lauderdale, Fla., is the nation's biggest
video store retailer with more than 3,500 video stores in the United
States and nine other countries. It is a leader in retail distribution
of music with more than 500 stores including the Sound Warehouse and
Music Plus chains.

It also owns a 70.5 percent stake in Spelling Entertainment Group
whose library includes series like "Little House on the Prarie,"
"Dallas" and "Twin Peaks" and a 37 percebnt stake in Republic Pictures
Corp., an independent producer and distributor of films ("The Quiet
Man," "High Noon.") Republic's TV library includes the "Bonanza"
series.

Blockbuster is led by H. Wayne Huizenga, and its shareholders will
vote this spring on the proiposed stock swap merger with Viacom.

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NEW YORK (Reuter) - The following is a chronology of developments in
the battle for Paramount Communications Inc. between home shopping
company QVC Network Inc. and cable television firm Viacom Inc.

Sept. 12, 1993 - Viacom launches the takeover battle with an agreement
to acquire Paramount in an $8.2 billion cash-and-stock deal. The
agreement, worth $69.14 a share, included $ 9.10 a share in cash.

Sept. 20 - QVC announces an $80-a-share bid for Paramount. The deal
includes $30 a share in cash and 0.893 QVC share for each Paramount
share. The proposal includes $1 billion in backing from cable
television companies Comcast Corp. and Liberty Media Corp.

Sept. 23 - Viacom files an antitrust suit to block the QVC bid. The
suit names Tele-Communications Inc. and Liberty Media Inc. -- both
headed by John Malone -- and charges Malone was seeking to monopolize
the cable TV industry.

Sept. 29 - Florida-based video rental firm Blockbuster Entertainment
Corp. agrees to invest $600 million in Viacom, strengthening the
company's bid for Paramount.

Oct. 4 - Viacom lines up another investor, telephone company Nynex
Corp., which agrees to invest $1.2 billion in Viacom to support its
bid.

Oct. 11 - Paramount agrees to meet with QVC for informational
discussions but says it plans to go ahead with its merger deal with
Viacom.

Oct. 17 - QVC says it has $1 billion in backing for its bid from
newspaper andmagazine publisher Advance Publications Inc. and Cox
Enterprises Inc., a newspaper and cable television company, with both
firms pledging to invest $500 million in QVC. The move brings QVC's
external financing to $5 billion.

Oct. 21 - QVC announces a hostile tender offer of $80 a share for 51
percent of Paramount and 1.43 QVC shares for each remaining share of
Paramount.

Oct. 24 - Viacom counters with a $80-a-share cash bid for 51 percent
of Paramount and offers stock for the remainder.

Oct. 28 - QVC files a motion in Delaware Chancery Court seeking a
preliminary injunction to block any merger between Viacom and
Paramount and the use of "poison pill" takeover defenses that would
favor Viacom.

Nov. 6 - Viacom raises its offer by $5 a share to $85 for 51 percent
of Paramount, with the rest in stock.

Nov. 11 - Regional telephone company BellSouth Corp. says it agrees to
invest $1.5 billion in QVC to support its bid. Liberty Media agrees to
sell its stake in QVC if it wins control of Paramount.

Nov. 12 - QVC ups its offer for Paramount to $90 a share for 51
percent of the company and the rest in stock.

Nov. 15 - Paramount's board recommends shareholders reject QVC's
$90-a-share bid.

Nov. 16 - Arguments begin in Delaware Chancery Court on QVC's motion
for a preliminary injunction.

Nov. 24 - The Chancery Court grants QVC the preliminary injunction
blocking Paramount's poison pill plan and strikes down "lock up"
options worth about $500 million granted by Paramount to Viacom.

Dec. 9 - The Delaware Supreme Court upholds the Chancery Court
decision, setting the stage for an auction of Paramount.

Dec. 14 - Paramount sets up bid procedures, calling for bids by a Dec.
20 deadline.

Dec. 20 - Bids from QVC and Viacom are submitted to Paramount.

Dec. 22 - Paramount agrees to a merger deal with QVC, under which QVC
will pay $92 a share in cash for Paramount and the rest in stock. But
the company reserves the right to consider new bids from other
suitors.

Jan. 7 - Viacom says it will merge with Blockbuster in an $8.4 billion
deal, and Viacom-Blockbuster offers $105 a share for 50.1 percent of
Paramount. Viacom values the total deal at $79.25 a share.

Jan. 12 - Paramount board reccomends shareholders reject revised
Viacom bid.

Jan. 18 - Viacom raises the cash portion of its bid to $107 a share
and adds a financial instrument to protect the value of the securities
portion of its offer.

Jan. 21 - Paramount's board of directors ends merger pact with QVC in
favor of new Viacom bid and recommends shareholders accept Viacom's
sweetened offer.

Jan. 31 - QVC and Viacom bids expire at midnight. Viacom says it has
received 21.7 million shares, far short of the 61.7 million needed for
victory. QVC says it received 19 million.

Feb. 1 - Both companies revise their bids and extend the offers until
Feb. 14.

Feb. 13 - QVC's Diller says he will not alter his bid for Paramount.

Feb. 14 - Offers for Paramount expire at midnight.

Feb. 15 - Viacom claims victory, saying Paramount stockholders had
tendered 74.6 percent of Paramount shares at the midnight EST Feb. 14
Monday expiration of its bid.

QVC says simply, "They won. We lost. Next."'

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	 NEW YORK (Reuter) - The victory of Viacom Inc. in the $10
billion takeover war for Paramount Communications Inc., along
with Viacom's planned merger with Blockbuster Entertainment
Corp., creates a huge entertainment conglomerate.
	 The companies' assets range from cable network programming
and systems, video and music retailing, a Hollywood movie
studio, television and radio broadcasting, theme parks,
publishing, movie theatres and professional sports teams.
	 CABLE NETWORK PROGRAMMING:
	 VIACOM owns and operates the largest group of basic and
premium networks, including MTV, MTV Europe, VH-1,
Nickelodeon, Nick at Nite, Showtime, The Movie Channel and
FLIX. Viacom also participates in the joint venture cable
services Comedy Central, Lifetime and All News Channel.
	 PARAMOUNT is co-owner of USA Network, which includes the
Sci-Fi Channel. Paramount's Madison Square Garden Network is
the largest regional cable sports network in the country,
providing programming to nearly 5 million subscribers.
	 VIDEO AND MUSIC RETAIL DISTRIBUTION:
	 BLOCKBUSTER has more than 3,500 video stores operating in
nine foreign countries and 49 states and is the largest
retailer of home video products in the world. Blockbuster also
operates more than 500 music stores in seven countries and
throughout the United States.
	 MOTION PICTURE AND TELEVISION PRODUCTION:
	 PARAMOUNT produces movies for the United States and abroad
and has a library of about 890 films. Paramount's network
programming lineup for the 1993-1994 television season
includes ``Wings,'' ``Frasier,'' ``Viper,'' and ``Sister Sister.''
	 In first-run syndication, Paramount produces ``Star Trek:
The Next Generation,'' ``Deep Space Nine,'' ``The Untouchables,''
``Entertainment Tonight,'' ``The Maury Povich Show,'' ``The Arsenio
Hall Show'' and ``Hard Copy.''  The Paramount television library
includes ``Cheers,'' ``Star Trek,'' ``Happy Days,'' and ``Taxi.''
	 VIACOM's syndication library includes ``Roseanne,'' ``The
Cosby Show,'' ``A Different World,'' ``I Love Lucy,'' ``The Twilight
Zone'' and ``Hawaii 5-0.'' It also produces broadcast programmes
including ``Matlock,'' ``Diagnosis Murder'' and the ``Perry Mason''
made-for-TV movies.
	 BLCOKBUSTER owns 70.5 percent of Spelling Entertainment
Group, a producer and distributor of filmed entertainment. Its
library includes more than 55 off-network series, such as
``Little House on the Prairie,'' ``Dallas,'' ``Twin Peaks,'' and
feature films such as ``Basic Instinct,'' ``Total Recall,''
``Platoon'' and ``Rambo.'' Spelling also produces the TV series
``Beverly Hills 90210.'' Blockbuster owns approximately 37
percent of Republic Pictures Corp., an independent producer
whose library includes ``The Quiet Man,'' ``High Noon'' and the
television series ``Bonanza.''
	 CABLE TELEVISION SYSTEMS:
	 VIACOM owns and operates cable television systems serving
approximately 1.1 million subscribers.
	 TELEVISION AND RADIO BROADCASTING:
	 VIACOM owns five network-affiliated television stations
and 14 radio stations.
	 PARAMOUNT owns and operates four independent and three
Fox-affiliated stations.
	 PUBLISHING:
	 PARAMOUNT owns publishing houses Simon & Schuster, Pocket
Books, Silver Burdett Ginn, and Prentice Hall.
	 THEME PARKS:
	 PARAMOUNT owns and operates five regional theme parks.
	 SPORTS AND ENTERTAINMENT:
	 PARAMOUNT owns and operates New York's Madison Square
Garden, the New York Knicks basketball and Rangers hockey
teams.
	 BLOCKBUSTER owns a 19.6 percent stake in Discovery Zone
Inc., which owns and franchises indoor children's recreational
fitness centres known as FunCenters. This year, Blockbuster
opened the initial phase of a family entertainment facility
called Blockbuster Golf and Games in Sunrise, Fla.
	 MOTION PICTURE THEATRES:
	 PARAMOUNT owns the Famous Players motion picture theatre
chain, which has 441 screens in Canada. Paramount is also
joint-owner of the 341-screen Cinamerica theatre circuit and
reaches 345 screens in nine countries through a joint venture,
United Cinemas International.
	 INTERACTIVE/MULTIMEDIA PRODUCTS:
	 VIACOM and PARAMOUNT both develop and publish interactive
software for a variety of uses in the multimedia marketplace.
Paramount's Computer Curriculum unit is the country's foremost
and fastest-growing producer of computer-based learning
systems. Blockbuster also is the largest wholesaler and
retailer of interactive home video games in the world.

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	 NEW YORK (Reuter) - The merger boom that is transforming the
media and communications industry has created a new class of
entertainment moguls on the prowl for new ventures.
	 These executives have been at the helm of major companies
for years, but in the aftermath of multibillion-dollar mergers
they have become rich, more indpendent and ready to take on new
challenges.
	 The ushering in of a new entertainment age recalls the
golden era of Hollywood, when the industry was dominated by a
handful of moguls with immense power in the filmmaking trade.
	 But today's companies span industries, ranging from the
initial stage of production -- the Hollywood studios -- to its
distribution through cable television, video rental stores and,
in the newest stage, telephone companies.
	 ``You have to be a giant to survive or small enough to be
nimble and maneuver around the giants,'' said Dennis McAlpine, a
media analyst at Josephthal Lyon & Ross.
	 He said the major industry executives -- both at the head of
large media conglomerates or out own their own -- will be
seeking opportunities on both sides of the spectrum.
	 The dismantling of U.S. barriers will also open the way for
the broadcast networks to join up with these companies in two
years, creating full-scale media conglomerates.
	 ``You're going to see more mergers,'' said Arthur Gruen, a
media economist at Wilkofsky/Gruen Associates. ``The phone
companies aren't through ... in two years, you'll have the
stand-alone networks joining in.''
	 What this means is that the exhausting $10 billion battle
for Paramount will be only one of many deals going forward, and
the battles will likely be dominated by a handful of
personalities already active in the field.
	 The biggest new contender in this world is billionaire
Sumner Redstone, who is poised to sit atop one of the nation's
largest entertainment companies following his victory in
snarring Paramount Communications Inc. for $10 billion.
	 Redstone will have his work cut out for him in trying to
merge his Viacom Inc. with Paramount and Blockbuster
Entertainment Corp, but others who have been jettisoned because
of mergers or are seeking to expand to compete are on the prowl
for new deals.
	 The Paramount merger created another mini-mogul, by leaving
chairman Martin Davis without a job. Davis will leave with a
cash pile estimated at more than $100 million when the deal is
closed. He has only said that he has talked with backers about a
new venture and a spokesman said he does not wish to comment
further.
	 Then there is Barry Diller, the loser in the five-month
struggle for Paramount. He has a multibillion-dollar arsenal at
hand from his links with telephone company BellSouth Corp. and
is expected to seek other deals.
	 ``Diller has organized the troops and though they pulled
back on this one they're ready to go on,'' Gruen said.
	 John Malone -- the single most powerful figure in the cable
television industry -- is another candidate for deals ahead. He
is poised to get a windfall once his cable company
Tele-Communications Inc. completes its record $33 billion merger
with Bell Atantic Corp.
	 But that is likely only the beginning. Malone has stated
that he met with Masushita Electric Industrial Co., owner of MCA
and Universal Studios, and Sony Corp., the parent of Columbia
Pictures and analysts speculate both companies might want to
sell a piece of their properties.
	 ``These old mergers are going to be recycled -- both
Matsushita and Sony,'' McAlpine said.
	 Malone has also said that he is counseling Ted Turner, the
founder an majority owner of Turner Broadcasting System Inc.,
about buying a major television network.
	 Turner, himself cast in the classic swashbuckling role of a
Hollywood mogul, has said he would cut his majority stake in his
own company if he could reach a deal to create his own new
entertainment enterprise. Turner runs CNN and other cable
television properties and recently bought two small Hollywood
production studios.