Paramount

NEW YORK -- The fight for Paramount Communications became hostile yesterday as QVC Network Inc. decided to bypass the Paramount board and take its offer directly to shareholders.Furious over the Paramount board's slowness to negotiate a merger through a previous $9.5 billion offer, QVC said it would offer Paramount's stockholders an $80-a-share, all-cash deal for 51 percent of the company. The rest of the company would be purchased with shares of QVC stock.The move, known on Wall Street as a tender offer, is a takeover action that elevates the Paramount bidding to a new level of acrimony between QVC's chairman, Barry Diller, and Paramount's chairman, Martin S. Davis, who have been feuding for years.

One of the most powerful figures in the cable-television business thinks his biggest rival has more power than is healthy; yesterday, he appealed to the courts and Washington to stop him.In a ploy aimed at salvaging his company's $7.65 billion bid for Paramount Communications Inc., Sumner M. Redstone, chairman of Viacom Inc., filed an antitrust lawsuit against QVC Network Inc. and two companies controlled by John C. Malone, a cable magnate.The QVC group made a counteroffer for Paramount on Monday that is worth $9.5 billion at current prices.

Paramount Communications Inc. announced yesterday that it would join forces with Chris-Craft Industries Inc. to start a fifth national television network.Though the proposed network does not appear to have a direct effect on the battle to take over Paramount now going on between Viacom Inc. and QVC Network Inc., Paramount's chairman, Martin S. Davis, said the proposed network had already been approved by Paramount's favored merger partner, Viacom.The Paramount Network would begin in January 1995 with four hours of national programming over two nights.

Martin S. Davis, the chairman of Paramount Communications, averted a potential rift with his board yesterday when he persuaded it to stall before negotiating a merger with QVC Network Inc. His aim was to give Viacom Inc., his hand-picked merger partner, a chance to come back with a sweeter offer, an executive close to the board explained.As a result of his argument, the board opened the door yesterday to merger talks with QVC, but not until QVC proves it has the financing in place for its potential purchase.

After round-the-clock negotiations that finally ended yesterday afternoon, BellSouth Corp. agreed to invest $1.5 billion to back QVC Network's bid for Paramount Communications.But just as QVC made a new alliance, it lost an old one. The Federal Trade Commission, which has been investigating antitrust issues in QVC's proposed hostile takeover of Paramount, has insisted that QVC sever its ties with Liberty Media, its largest shareholder, if it wants a green light from the government.If it wins Paramount, QVC has promised to buy out Liberty's 15.6 percent stake for roughly $500 million, if Liberty cannot get a better price in the open market.

Armed with a fresh cash infusion from BellSouth Corp., QVC Network Inc. increased its hostile bid for Paramount Communications Inc. yesterday to $90 a share in cash and stock based on Thursday's closing price.That gives QVC the edge in its vicious bidding war with Viacom Inc., Paramount's hand-picked merger partner.QVC has raised the cash component of its bid to $5.5 billion, a 15 percent increase from the previous offer of $4.8 billion. Viacom has promised investors $5.1 billion in cash.

NEW YORK -- QVC Network Inc. intends to put its pending merger with Home Shopping Network Inc. on the back burner as it pursues its bid for Paramount Communications Inc., several people close to QVC said yesterday.Such a move would leave Barry Diller, QVC's chairman, free to devote all his energies and financial resources to prying Paramount away from its proposed merger partner, Viacom Inc.Wall Street seems to think that Viacom Chairman Sumner M. Redstone, and maybe others, will not easily let Mr. Diller have the last word.

HOLLYWOOD -- American presidents can serve only two terms. In baseball, even a great slugger is lucky to get a seven-year contract. But at Viacom, Sumner Redstone is apparently king for life. In recent days, the media have been roiling with a new round of eye-rolling tales about the cantankerous Viacom chairman's fights and feuds, from an ugly dispute with his daughter Shari over her succession, to reports that Dream- Works founders David Geffen and Steven Spielberg are still seething over perceived snubs since being acquired by Paramount, a Viacom subsidiary, in late 2005.

NEW YORK -- The bidding war for Paramount Communications Inc. intensified yesterday, as the contestants dug in their heels.Spurning telephone companies' offers to aid its bid, Viacom Inc. said yesterday that it preferred to go it alone in pursuing the deal it reached to acquire Paramount last week.In an interview, Frank J. Biondi Jr., Viacom's chief executive and president, said his company was not looking for partners that could help it sweeten its bid, which is now valued at $7.4 billion.