Daily News from New York, New York • 126

Merge talk makes stock soar By TOM LOWRY Datly News Business Writer CBS shares soared a whopping $50 yesterday as Wall Street celebrated the troubled network's pending $2 billion merger with the cable-shopping-channel QVC. i.hij m. uunujiiiiTOiiim urn urn i is i 'TK "-h 1 1 i J' jg 'v i 1 A www David Letterman, CSS" hottest property, last night devoted his famous "Top Ten" list to the proposed CBS-QVC merger. 10. You know that stopwatch on "60 Minutes?" It's yours for 9.

Many things will change but Connie Chung will still be married to that dweeb Maury. 8. I'll get paid in cubic zirco-nias. 7. Once per episode of "Murder, She Wrote," Jessica will look right at the camera and yell, "We got blenders for sale!" 6.

Fox executives will be able to call in and buy whatever sports CBS has left 5. The CBS "eye" logo and the QVC "chipmunk" logo will be combined into a spooky eye-chipmunk creature. 4. No matter what we'll still be working for TV weasels! 3. Little number in comer of screen will go up every time Bob Barker scores.

2. During the evening news, Dan Rather sells the pants right off his ass. 1 Goodbye "Tiffany network" Hello "Kmart network." Analysts and investors were virtually unanimous in the prediction that with QVC chief and programing whiz Barry Diller taking the helm at CBS, the greying network could be transformed into a wide-ranging entertainment powerhouse. Under the merger, CBS Chairman Laurence Tiscta would remain chairman, but would allow Diller to chart the network's future as chief executive officer. As news of the negotiations spread yesterday, trading of CBS and QVC stock was halted.

But after the mid-afternoon announcement by the companies, CBS stock rocketed, jumping $50 to $313 jper share. QVC stock climbed 5 to close at $38 per share. "I don't think there is a more interesting time to work in telecommunications," said Diller, whose pending arrival at CBS was said to be hailed by employes demoralized by recent aggressive moves from upstart Fox. "To be able to help draw the architectural lines for the future is great good luck." Viewers won't see any immediate changes in CBS' programing. The deal will not close for several months, and CBS' fall lineup is already in place.

But Diller is sure to make CBS schedule which appeals to an older audience than those of the other networks more attractive to younger viewers, which are most prized by advertisers. He is also likely to cut costs, which have been sliced already at CBS through layoffs. The proposed merger calls for CBS stockholders to receive a $175 dividend for each share. Also, CBS hold- ers will receive .4 of a share in the new CBSQVC. CBS holders will own a total of 53.6 of the new company.

QVC stockholders would not get any cash but would own the remaining 46 of the new company's stock, valued at $35 to $40 a share. The merger would cost CBS $2.7 billion and force it to borrow about $1.3 billion. Two CBS stockholders sued to block the deal yesterday, charging that the merger undervalued their shares. In papers filed in Manhattan Supreme Court, the stockholders accused Tisch and Barry Diller of violating their obligations to shareholders "by entering into a scheme to prepare CBS for a business transaction that will inure to their benefit" QVC would get five of the 12 seats on the new company's board. Both QVC and CBS said their boards will MCKDEMaOW DWIGHT GOODEN, walks toward driver of car trailer Met pitcher, views photog as he after parking his car in Roslyn, yesterday.

Gooden is early into his 60-day suspension following failed drug tests. His teammates are in San Diego. in Mppie meet in mid-July to consider the merger. In many respects, the deal is a testament to the programing abilities of Diller. and -r 1 1 I i i l' 5 i 4 I if: rarwrrnarnnr.ii.- iimm.Ti -in i oi i.

nn inn inno 1 i mi nil i i mi vig CD awar By RICHARD HUFF Daily News Staff Writer After eight years in Tinseltown, cable's MTV is bringing its annual video-music awards show back to the Big Apple. Radio City Music Hall will play host to the Sept. 8 event, just as it did on two occasions prior to the show moving west in 1986. "It's time to come home," said Doug Herzog, MTVs senior vice president of programing. "We've done Los Angeles to death, for the moment" The star-studded MTV love-fest presents awards in creative and talent categories, as voted on by music industry bigwigs and members of the media.

The live event has been the scene of some wild on-air mo- is ments through the years, such as when the then-Prince pranced onstage in pants that bared most of his rear end; and when radio maniac Howard Stern soared out of the rafters in the similarly exposed outfit of his Fartman character, and when Madonna has, well, been Madonna. Herzog said the network plans on bringing the show out "beyond the stage of Radio City and literally into the streets." Exactly what that means he wouldn't say, buf it could mean live remotes from city sites during the telecast Herzog said MTV representatives met briefly with Mayor Giuliani, and have been working with his aides to work out details for the return to Gotham. i i-'ii fi ic i I Lat. HEAVY HITTERS from left: Howard Stnnger, president of CBS Broadcast Group; Barry Diller, chairman CEO of QVC; and Laurence chairman, president and CEO of CBS Inc. -93 Iff'.

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