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SPELLING ENTERTAINMENT AND REPUBLIC PICTURES ANNOUNCE AGREEMENT IN PRINCIPLE TO MERGE

 LOS ANGELES, Sept. 13 /PRNewswire/ -- Spelling Entertainment Group Inc. (NYSE: SP) and Republic Pictures Corporation (NASDAQ: RPIC) jointly announced today that they have entered into an agreement in principle relating to the merger of Republic with Spelling. Under the terms of the agreement, Spelling would pay $13 in cash for each share of Republic outstanding at the effective time of the merger. Options and warrants to acquire Republic shares would be converted into rights to receive 1.65 Spelling shares for each Republic share.
 Spelling also announced that it has entered into an agreement in principle with Blockbuster Entertainment Corporation to sell Blockbuster approximately 13.4 million newly issued Spelling shares at a purchase price of approximately $100 million. The purchase price for the shares would be payable at Blockbuster's option in cash or shares of Blockbuster common stock. Spelling intends to use the liquidity to be provided by the share issuance to Blockbuster to finance Spelling's merger with Republic.
 The merger transaction is subject to the execution of a definitive agreement, approval by the boards of directors of Spelling and Republic (including the disinterested directors), approval by Republic's shareholders, receipt of fairness opinions, and other customary conditions. The companies anticipate that the merger will close in January 1994. Upon the closing of the merger, Russell Goldsmith, chairman and chief executive officer of Republic, will become president and chief executive officer of Spelling and join Vice Chairman Aaron Spelling, Chairman H. Wayne Huizenga and current President Steven R. Berrard, as a member of its executive committee.
 The stock sale to Blockbuster is subject to the execution of a definitive agreement, approval by the disinterested directors of Spelling, receipt of a fairness opinion, and other customary conditions.
 Upon the closing of the transaction, Blockbuster would own approximately 70.5 percent of Spelling's outstanding common stock.
 -0- 9/13/93
 /CONTACT: Gregory K. Fairbanks or Ron Castell of Blockbuster Entertainment Corp., 305-832-3000; or Steve Stern of Spelling Entertainment Group, 310-471-5123; or Rachel McCallister of Republic Pictures Corp., 213-939-5991 or 212-614-6780/
 (SP BV RPIC)


CO: Blockbuster Entertainment Corp.; Spelling Entertainment Group;
 Republic Pictures Corp. ST: Florida IN: ENT SU: TNM


SS-RC -- FL002 -- 1152 09/13/93 09:28 EDT
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Publication:PR Newswire
Date:Sep 13, 1993
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