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QVC INCREASES TO $90.00 PER SHARE ITS OFFER FOR 51 PERCENT OF PARAMOUNT SHARES

 WEST CHESTER, PA, Nov. 12 /PRNewswire/ -- QVC (NASDAQ: QVCN) announced today that it has increased to $90.00 per share its cash tender offer for 51 percent of the outstanding common shares of Paramount Communications Inc. (NYSE: PCI). QVC is now offering approximately $5.5 billion in cash for 61,008,240 Paramount common shares.
 If the tender offer is successful, QVC said it will amend as well the terms of its planned second-step merger, so that each remaining Paramount share would be exchanged for 1.43 QVC common shares and 0.32 shares of a new QVC convertible preferred stock. Based on the November 11, 1993 $51.75 closing price of QVC shares, the combined value of the total transaction would be approximately $10.8 billion.
 Under QVC's amended offer, Paramount shareholders who have already tendered shares will receive that same $90.00 per share in cash. Under QVC's revised offer, the purchase of tendered shares is conditioned upon the Viacom "lock-ups" having been and remaining preliminary enjoined. All other terms of QVC's October 27 offer remain unchanged. QVC's amended offer will expire at midnight on November 26, 1993, unless the offer is further extended.
 The convertible preferred stock to be offered as part of the second- step merger would have a liquidation preference of $50.00 per share, and would pay cumulative quarterly dividends at the rate of 5.0 percent per annum. Holders of the preferred stock would have the right to convert their shares tint QVC common at a conversion price of $70.34 per common share. The preferred stock would be redeemable for cash, at QVC's option, five years or more after completion of the Paramount merger, at prices beginning at $52.50 per share and declining to $50.00 after ten years. The preferred stock could be exchanged for debentures, also at QVC's option, three years of more after the merger.
 Allen & Company Incorporated is acting as dealer manager in connection with QVC's tender offer, and D.F. King & Company is acting as information agent
 -0- 11/12/93
 /CONTACT: Press: Michael Rourke or Donald Van de Mark of QVC, 212-371-5999 or 215-429-8303, or Investors: William Costello of QVC, 215-430-8948 or Diane Brainerd of Abernathy/MacGregor/Scanlon, 212-371-5999/
 (QVCN PCI)


CO: QVC; Paramount Communications, Inc. ST: Pennsylvania, New York IN: ENT SU: OFR

LD-LM -- NY100 -- 3955 11/12/93 18:25 EST
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Publication:PR Newswire
Date:Nov 12, 1993
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