The Deal That Forced Diller to Fold

By John Greenwald

That blunt, five-word concession statement rang down the curtain last week on one of the hardest-fought and longest-running takeover sagas in American corporate history. It came after Viacom Inc., best known for its ownership of MTV, won an overwhelming victory in the epic five-month battle for control of Paramount Communications, garnering more than 90% of Paramount shares soon after the polls closed in the proxy contest. In doing so, Viacom takes home some of the crown jewels of entertainment, including the Paramount film and television studios and a library of 890 movies ranging from Wayne's World and The Firm to Sunset Boulevard. Just one month earlier, Viacom and Sumner Redstone, the company's iron-willed billionaire chairman, had looked like certain losers. But thanks to frenzied financial maneuvering and a stunning and perhaps precarious alliance with Blockbuster Entertainment Corp., the world's largest retail video-store operator, Viacom turned the battle around and put Barry Diller to rout.

The fight was a quintessential '90s struggle that reflected the merger mania sweeping the communications industry and the quest for films, TV shows and other programming to run on the much anticipated electronic superhighway. Companies now feel compelled to bulk up to colossal size to compete with giants like Time Warner or huge telephone-cable-TV combines like the proposed merger of Bell Atlantic and Tele-Communications Inc.

This is the story of how Viacom won the battle and how Diller, one of the toughest and savviest Hollywood wizards, let the prize slip away. It is also the story of shattered careers, plunging stock prices and looming corporate shake-ups, all of which are part of the true cost of Viacom's $9.8 billion victory.

Time was running out on the Viacom executives and advisers who hunkered down to a Sunday-afternoon skull session in the well-appointed 49th-floor midtown- Manhattan offices of Robert Greenhill, the chairman of investment firm Smith Barney Shearson. Four days earlier, on Jan. 12, Paramount directors had spurned a sweetened Viacom bid and backed a $10 billion merger with Barry Diller's QVC home-shopping network. Unless Viacom came back fast and hard, everyone present knew, the fight would soon be over.

With their minds thus concentrated, one thought dominated all those at the meeting: how to throw a knockout punch that would be, as one of them put it, a "Diller-killer." The notion of tossing in more cash or stock was quickly nixed as too costly. So were bigger warrants and increased dividends. After several such options were rejected, Greenhill turned to one of his whiz-kid investment-banking strategists, Michael Levitt, 35, who described a scheme he said would blow away Diller. The novel plan called for issuing a type of security, called a contingent value right, CVR, or "collar," that would guarantee the value of Viacom's bid if Viacom stock failed to reach a certain price level within three years of the merger. The guarantee could cost Viacom an extra $1 billion or so under the worst scenario, but if the stock hit or surpassed the target, the collar would cost the company nothing.

The initial response by Viacom executives was at first underwhelming. Greenhill had floated the idea before, only to have the tightfisted Redstone reject it as too risky. Now Viacom executives shook their head, stared at the ceiling or began pacing. When Viacom president and chief executive Frank Biondi, the senior officer present, began to question Levitt's collar approach, Greenhill snapped, "Look, do you want to win this thing?" Biondi did, of course; after hearing Greenhill out, he agreed that the collar was Viacom's best, if not it's only, option. "But how," asked the Viacom CEO, "do we sell it to Sumner?"

That turned out to be no problem. Redstone, who once saved his own life by clinging to a window ledge with his right hand during a Boston hotel fire, had vowed to do whatever it took to win Paramount. And with the Feb. 1 deadline for final bids fast approaching, he decided to seize the advantage. Four days after the Sunday meeting, Viacom raised the cash portion of its bid from $104 a share to $107 a share for 50.1% of Paramount stock and added the collar. Recalled Redstone last week: "We wondered, 'What would Barry do?' I said, 'Barry will not raise his offer.' Barry had said he would not raise his bid again, and I believed him." In fact, Diller had already decided privately that he would go no higher.

But very few others believed the tenacious and daring Diller would fold. As he neared his 52nd birthday, Diller famously yearned to own -- rather than merely run -- a Hollywood studio. And victory in the takeover brawl would settle an old score with Martin Davis, the tyrannical chairman of Paramount who had forced Diller from his post as head of the Paramount studio in 1984. If Diller won the battle, he would be the boss, and Davis would soon be history.

In the end, Diller could not -- or would not -- try to better Redstone's relentless drive to win at all costs. Weeks before Viacom applied the collar, Diller had packed up 10 lbs. of Paramount documents and hauled them along on a year-end Caribbean vacation. Running the numbers while onboard the rented yacht Midnight Saga as he cruised off St. Barts, Diller decided that Paramount was not worth a penny more than the $10 billion in cash and stock that QVC was bidding. "When I came back on Jan. 3," he recalls, "I said, 'We're not going to exceed our offer. The company is -- with a real stretch and some real hard work -- worth what we've offered, but I'm not going to offer any more.' It would have been irresponsible, I thought, and I held to that belief." Indeed, even when Diller threw more cash into his final offer on Feb. 1, he reduced the stock portion of the bid and thereby kept its overall value from rising.

Some members of the Diller camp chafed at his stand-pat posture. Bell South, which had invested $1.5 billion in QVC in support of the Paramount bid, urged Diller to devise his own collar. So did Bruce Wasserstein, Bell South's investment adviser. Diller refused to name names or discuss the matter. "Yes, of course, people had different opinions," he acknowledges. "Some were trying to persuade me until the end." But, he still insists, "a collar just doesn't make sense," because a break in the stock market, as he saw it, would force QVC to create more shares and dilute the interest of company shareholders.

Diller had other reasons to err on the side of caution. While serving as chairman of Rupert Murdoch's Fox Inc. in the late 1980s, he saw how excessive debt almost sank that entertainment company. In the end, Diller essentially threw in his hand and let Redstone rake in the pot. For Redstone, the triumph in what he angrily came to call "the cruel, abusive and sometimes ridiculous battle for Paramount" could hardly have been sweeter. With the battle about to end last Monday, Redstone, Biondi and two Viacom colleagues repaired to the posh "21" Club in midtown Manhattan to dine and await the result of the tally of tendered shares, which was due by midnight. The first call from Viacom's proxy solicitor came at 8:30, with word that Viacom already had the 50.1% of Paramount stock needed for victory. Exults the 70-year-old Redstone: "I picked up a champagne glass and said, 'Here's to us. We won.' It was not said in arrogance. The frustration, the stress, the meanness that had taken place all disappeared."

But the big win left Viacom with $10 billion of debt and exacted a heavy toll on the company's shareholders and allies. Redstone concedes that the battle forced him to cough up some $1.5 billion more than he intended to pay when Viacom and Paramount unveiled their original merger agreement last Sept. 12. Since then the price of Viacom Class-B stock has shrunk more than 50%, falling from 56 3/4 to 25 3/4 last Friday as investors reckoned that the cost ! of the merger would hammer the company's profits for years.

The deal also spells the almost certain end of the Paramount career of Martin Davis, who has run the corporation since 1983 but was relegated to the role of bystander in the protracted struggle. There will be no room for Davis in the merged company, which will be headed by Redstone, Biondi and Blockbuster chairman H. Wayne Huizenga, who is to become Viacom's vice chairman. Davis will leave with a fat consolation prize, however, when he cashes in his Paramount stock for roughly $120 million.

According to some key participants, the Blockbuster deal nearly died aborning -- a close call that could have scuttled Viacom's chances of winning Paramount as well. The trouble began shortly before Christmas, when Blockbuster president Steven Berrard demanded that Viacom provide a separate collar to protect Blockbuster shareholders, who were to receive $8.4 billion in cash and Viacom stock in exchange for their company. While Greenhill later championed a collar for Paramount shareholders, he rejected Berrard's demand out of hand. Reason: Viacom stock was falling fast, and if the plunge accelerated, the company would have to issue more shares under the collar guarantee and drive down the price even further. That would slash the value of Viacom's bid for Paramount, thus all but handing victory to Diller. Berrard was adamant, however. "No collar," he snapped, "no deal."

Viacom couldn't afford to let Blockbuster get away, because Redstone needed the video chain's financial clout to defeat Diller and then help pay interest on the debt after the Paramount merger. So Greenhill, whose firm earned $12.5 million for advising Viacom, resorted to a game of high-stakes financial chicken. He allowed the Blockbuster talks to break off rather than accede to Berrard's demands. At the same time, Greenhill instructed Levitt to maintain contact with his pal Berrard. The strategy paid off on Christmas Day, when Levitt, calling from New Jersey on his Jeep Cherokee car phone, got Berrard on the line at a golf resort in Arizona. Also hooked up at various times were Biondi, who was in Scottsdale, Arizona, and two other members of the Viacom camp in Houston and Long Island's Hamptons. "Steve," said Levitt, "let's talk."

In the ensuing conversation, Levitt asked, "How can you guys not agree on this?" Retorted Berrard: "What would you say if you were advising Blockbuster?" That gave Levitt the opening he needed to persuade Berrard to * start talking again to Viacom. The upshot: Viacom finally agreed to a revised collar that would compensate Blockbuster shareholders for any drop in Viacom stock over a one-year period. That satisfied Blockbuster, which had originally insisted on compensation for any stock drop at the closing of the merger.

Still, some Blockbuster shareholders continued to grumble last week over the steep decline in the value of Viacom stock. But with Huizenga and other corporate insiders holding 23% of Blockbuster shares, dissidents could be hard pressed to put together enough votes to block the Viacom-Blockbuster combination. "The stock sucks right now," concedes John Melk, a Blockbuster director. "But this is a tremendous deal." In the long run, that is.

It might also be a personal coup for Huizenga, 56, who may yet play a dominant role in the sprawling new company. While Biondi, 49, will remain Viacom's chief executive officer, industry leaders who know Huizenga well say he could swiftly become the real power. "He is lightning quick, a classic trader and a gambler," says an entertainment-industry executive. "He looks at Sumner, who is 70. He eats Biondi instantly. He comes out on top." In a sign of Huizenga's likely clout, Redstone flew to Blockbuster headquarters in Fort Lauderdale, Florida, last week to confer with his new partner. Says the Viacom chairman: "I've been down here telling Wayne that the more roles he plays in this, the happier we're going to be." Adds Huizenga: "We're in the middle of the conversation. We haven't buttoned it all down yet."

The two men will command a global empire with stakes in virtually every form of entertainment -- from the New York Rangers hockey team to MTV's Beavis and Butt-head to interactive video games and playgrounds for children. That permits a vast range of product combinations under a single corporate roof, with Beavis and Butt-head games popping up in Blockbuster stores, for instance, or Viacom transmitting Paramount films and TV series like I Love Lucy over its cable-TV systems. Perhaps most important, the new company will have a mother lode of movies and TV programming to send over electronic superhighways like the one Viacom is building with AT&T in Castro Valley, California. The deal will also put Blockbuster into new businesses that will lessen its reliance on video stores as the interactive superhighway comes of age in the U.S. in this decade.

While Redstone claims that he doesn't want -- or need -- to sell anything to lighten his debt burden, analysts say that some assets of the merged company will probably wind up on the block. They include Paramount's 50% share of the USA cable-TV network and the Lifetime channel, of which Viacom owns 33%. Also frequently mentioned is Paramount's huge publishing arm, including Simon & Schuster and Prentice Hall, which may not mesh well with the new Viacom film and TV units. When questioned, Redstone asserts that Viacom "absolutely" wants to hold on to the publishing unit. Biondi says he considers it "a crown jewel." However, he adds, "if someone wants to talk about assets, we'll talk to them."

As the smoke settles on the Paramount battle, the outcome bears an ironic resemblance to the aftermath of the 1989 fight in which a Davis-led Paramount made a run at Time Inc. as it was about to merge with Warner Communications to form Time Warner. Paramount's aborted bid forced Time to borrow heavily to complete the Warner deal and create the world's largest media company. In the same way, Diller's bid for Paramount forced Viacom to jack up its price and increase its debt load to play in the land of the giants. The need to recruit Huizenga to help pay for the deal effectively pushed Davis out the door.

As for Diller, he barely stood still after accepting defeat last week. Within days of his concession statement, he reorganized QVC to expand its electronic retailing operations and to develop new interactive services like an online computer shopping business. All the while, Hollywood buzzed with rumors of imminent new Diller bids for everything from Time Warner to Matsushita-owned Universal Studios. While Diller says he does expect to return to movies at some point in the future, he adds, "We're not going to talk, comment or hint about any future issue. When we've got something to say definitely, we'll say it."

And what was the big fight all about in the final analysis? What attracted Redstone and Diller to Paramount and drew them into the struggle? "They're dream machines," Biondi says of U.S. motion-picture studios. "They are the quintessential American dream machines." And everybody wants one.

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CREDIT: TIME Graphic by Steve Hart

CAPTION: CORPORATE CONNECTIONS

The addition of Paramount offers new ways to sell entertainment

With reporting by Sam Allis and Thomas McCarroll/New York, Cathy Booth/Miami and Jeffrey Ressner/Los Angeles