Paramount, QVC lawyers meet for first time

November 02, 1993|By New York Times News Service

NEW YORK -- After weeks of haggling, lawyers for Paramount Communications and QVC Network Inc. met yesterday morning to discuss QVC's bid for Paramount.

It was the first time representatives for the two sides had met officially since QVC commenced a hostile $9.6 billion bid that was roughly comparable to a friendly merger proposal from Viacom Inc.

But by all accounts, the two sides were no closer to a rapprochement by the end of the day. In fact, neither Paramount's chairman, Martin S. Davis, or QVC's chairman, Barry Diller, bothered to attend.

Several mergers and acquisitions experts agreed yesterday that in participating in a meeting, even an unproductive one, Paramount would have an easier time defending itself in court if it ultimately snubbed QVC for Viacom.

So far, QVC had accused Paramount of stonewalling, while Paramount had argued that it was QVC that took nine days to get Paramount some of the materials it had requested.

The meeting followed an exchange of polite, but strained, letters between Mr. Diller and Paramount's general counsel, Donald Oresman, also a Paramount board member.

In the first letter, written by Mr. Diller on Oct. 28, the QVC chairman demanded that "negotiations begin immediately," contending that QVC can "provide Paramount stockholders with the best deal." He complained that Paramount's board had shown favoritism to Viacom.

Mr. Oresman responded the following day by reiterating Paramount's position that the strategic merger with Viacom "is in the best interests of the companies and its shareholders, taking into account all factors, including your current proposal."

QVC's stock rose $2.25 yesterday, to $58, in Nasdaq trading.

Viacom's Class A nonvoting stock closed down 25 cents, at $58.625, and its Class B voting stock rose 62.5 cents, to $53.625, on the American Stock Exchange.

Paramount's stock fell 87.5 cents, to $79.75, on the New York Stock Exchange, just shy of Viacom's offer of $80.12 a share and QVC's $81.40 offer.

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