SPELLING ENTERTAINMENT INC. AND THE CHARTER COMPANY ANNOUNCE MERGER AGREEMENT

SPELLING ENTERTAINMENT INC. AND THE CHARTER COMPANY

             ANNOUNCE MERGER AGREEMENT
    LOS ANGELES, March 31 /PRNewswire/ -- Spelling Entertainment Inc. (AMEX: SP), a leading entertainment production and distribution company, and The Charter Company (NYSE: CHR), jointly announced today that they have executed a definitive merger agreement.  The merger agreement provides for Charter to issue one share of newly issued common stock in exchange for each share of Spelling which it does not currently own.  As a result, Spelling would become a wholly owned subsidiary of Charter.  In February, Charter proposed a merger whereby Spelling shareholders would have received nine-tenths of a share of Charter common stock for each share of Spelling.  It is expected that the merger will be a non-taxable transaction to Spelling shareholders who receive Charter common shares.
    The merger agreement was approved by Charter's board of directors and by Spelling's board of directors upon the recommendation of a special committee of Spelling independent directors.  The special committee received advice from counsel and an independent investment banking firm, which has orally advised the special committee that the merger proposal as currently presented is fair from a financial point of view to Spelling's shareholders.  Primarily as a result of the change in the exchange ratio, plaintiffs' counsel in several class actions brought in connection with the merger proposal have tentatively agreed to settle those actions.  Court approval will be necessary to finalize the settlements.  The merger is subject to approval by a majority of voting Spelling shareholders other than Charter and its affiliates, the receipt at closing of a favorable opinion of the independent investment banking firm and other customary conditions. Spelling shareholder approval will be sought at a shareholders meeting, the date of which has not been determined.  The Charter common stock to be issued in the merger will be offered only by means of prospectus/proxy materials mailed to Spelling shareholders.
    Spelling Entertainment is engaged principally in the development, production and worldwide distribution of television series, movies for television and television mini-series.  The company also distributes feature films in the international market, produces feature films financed and distributed primarily by major studios and licenses music and merchandising rights associated with its television properties.
    Charter owns approximately 82 percent of Spelling's voting securities.  American Financial Corporation ("AFC") beneficially owns approximately 53 percent of Charter's common stock and an additional 2.7 percent of Spelling's common stock.  If the merger is consummated on the terms outlined herein, AFC's ownership of Charter will be approximately 49 percent.
    -0-               3/31/92
    /CONTACT: Ronald Lightstone of Spelling Entertainment Inc., 213-965-5850, or Sandra W. Heimann of The Charter Company, 513-579-2482/
    (CHR) CO:  The Charter Company; Spelling Entertainment ST:  Ohio; California IN:  ENT SU:  TNM

DA -- CL010 -- 3535 03/31/92 15:46 EST