Viacom to purchase remaining Shares of Spelling Entertainment

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By Brendan Intindola

NEW YORK (Reuters) - Call it ``Moesha'' meets ``Frazier.''

Viacom Inc., creator of the NBC comedy ``Frazier'', said Wednesday is has offered to buy the 20 percent of Spelling Entertainment Group Inc. it does not already own, ending a plan to sell its majority stake in the producer of the UPN comedy ''Moesha'' after sufficient bids failed to materialize.

Viacom said it plans to integrate Spelling and its Big Ticket Television unit into the Viacom Entertainment Group, and consolidate some sales and administrative functions within Paramount's Television Group.

Spelling has about 93 million shares outstanding, of which Viacom holds 75 million, a Viacom spokeswoman said, putting the $9-per-share offer for the remaining equity at about $162 million.

``Spelling is a perfect fit with Viacom's entertainment businesses,'' Viacom Chairman and Chief Executive Sumner Redstone said in a prepared statement. ``Now, by fully integrating Spelling into the Viacom family, with the efficiencies and economies of scale we can bring to bear, both Spelling's and Paramount's operations will be greatly enhanced.''

Together, Spelling and the Paramount TV group will have nearly 50 hours of programming per week on the television airwaves, Redstone added.

In addition to ``Frazier'' and ``Moesha,'' the deal would unite under Paramount Spelling's ``Beverly Hills, 90210'', ''Melrose Place'', and ``Love Boat: The Next Wave'' with Paramount's ``Hard Copy'', ``Entertainment Tonight'' and various ``Star Trek'' offerings.

Seidler Cos analyst Lisa Dohner, said, ``I am sure Viacom is looking for them to come back with some new programming. I think they (Spelling) are going to refocus on television, which is what they are great at, and not be pouring capital into things like interactive (entertainment) and movie production.''

``For Viacom, it is just another production entity for them that could possibly be producing franchise product and library product for them,'' the said the analyst, who rates Viacom a ''buy''

Spelling shares, listed on the New York Stock Exchange, climbed briefly to $9.56, a new 12-month high, from $6.75 before closing the day at $9, up $2.25. The previous year-high was $9.50, attained last June, while a low of $5.94 was hit in September. Meanwhile, Viacom stock shed $2.625 to $84 on the American Stock Exchange.

The proposal, approved by Viacom's board, is contingent on approval by Spelling's independent directors. Viacom said it expects Spelling to create a special committee of independent directors to weigh the bid, with the input of separate financial and legal advisors

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