Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: TUESDAY, September 28, 1993                   TAG: 9309280156
SECTION: BUSINESS                    PAGE: B4   EDITION: METRO 
SOURCE: MICHAEL L. ROZANSKY PHILADELPHIA INQUIRER
DATELINE:                                 LENGTH: Medium

QVC TOLD TO PROVE IT

"Paramount will consider the QVC proposal when there is satisfactory evidence of financing," Paramount Chairman Martin Davis said after the board of directors met in New York.

QVC, the home shopping network based in West Chester, Pa., last week offered about $2 billion more than Viacom Inc., setting off a takeover battle for the media giant. Earlier this month, Viacom had sought to sew up a friendly merger with Paramount.

Paramount's position appears to require QVC to secure bank commitments for the cash portion of its stock-and-cash offer, valued Monday at $9.9 billion. Viacom's competing stock-and-cash bid was valued Monday at $7.9 billion.

"This isn't going to stop QVC," said one person close to QVC's bid. "Every bank in America has called QVC in the last 10 days. I don't think there'll be any problem lining up the money."

Sharon Dorsey Wagoner, an analyst at Argus Research in New York, said Paramount's board was just being cautious. "You want to wait and consider all the cards on the table before you make your move," she said.

Paramount, the legendary Hollywood company that produces movies and TV shows, owns a film studio, seven TV stations, five theme parks, the New York Knicks, New York Rangers, and publishing companies including Simon & Schuster.

QVC Chairman Barry Diller, a Hollywood entrepreneur who once ran Paramount's movie studio, told the Paramount board in a letter Sunday that "there is no question as to the financing of the QVC offer." That assurance apparently was inadequate, and the board Monday requested proof.

QVC's bid includes $30 cash per Paramount share or $3.6 billion in cash. Comcast Corp. of Philadelphia and Liberty Media, which control QVC along with Diller, have jointly pledged to ante up $1 billion for QVC's offer. Paramount itself has $1 billion in its coffers, which could be used by QVC to pay for the acquisition.

That leaves $1.6 billion that must be raised through a bank. If QVC were not permitted to count Paramount's own $1 billion, that means it would have to raise about $2.6 billion.

Viacom's cash-and-stock deal includes $9.10 in cash per share of Paramount stock.