SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K - ------------------------------------------------------------------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - ------------------------------------------------------------------------------- Date of Report (date of earliest event reported): December 15, 1994 VIACOM INTERNATIONAL INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9554 04-2980402 - ------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1515 Broadway, New York, New York 10036 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 258-6000 ---------------- 1 Item 5. Other Events ------------ On December 14, 1994, the Boards of Directors of Viacom Inc., Viacom International Inc. and Paramount Communications Inc. each unanimously approved the institution of guarantees whereby each company will guarantee all of the outstanding indebtedness of each other. The guarantees we xecuted on December 15, 1994. Copies of the guarantees are attached as exhibits hereto and are incorporated by reference herein. Item 7. Financial Statements and Exhibits ---------------------------------- (c) Exhibits. 99.1 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 7-1/2% Senior Notes of Paramount Communications Inc. ("Paramount"), the 8-1/4% Senior Debentures of Paramount, the 7-1/2% Senior Debentures of Paramount and the 5-7/8% Senior Notes of Paramount 99.2 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of Massachusetts Mutual Life Insurance Company as holder of the 8.30% Senior ESOP Note of Paramount Communications Inc. 99.3 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 6-5/8% Senior Notes of Viacom Inc. 99.4 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 7% Subordinated Debentures, Series A, of Paramount Communications Inc. 99.5 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 7% Subordinated Debentures, Series B, of Paramount Communications Inc. 99.6 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 8% Exchangeable Subordinated Debentures of Viacom Inc. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VIACOM INTERNATIONAL INC. Date: December 15, 1994 By: /s/ Michael D. Fricklas --------------------------------- Name: Michael D. Fricklas Title: Senior Vice President, Deputy General Counsel 3 EXHIBIT INDEX Exhibit No. Description 99.1 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 7-1/2% Senior Notes of Paramount Communications Inc., the 8-1/4% Senior Debentures of Paramount, the 7-1/2% Senior Debentures of Paramount and the 5-7/8% Senior Notes of Paramount 99.2 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of Massachusetts Mutual Life Insurance Company as holder of the 8.30% Senior ESOP Note of Paramount Communications Inc. 99.3 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 6-5/8% Senior Notes of Viacom Inc. 99.4 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 7% Subordinated Debentures, Series A, of Paramount Communications Inc. 99.5 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 7% Subordinated Debentures, Series B, of Paramount Communications Inc. 99.6 Guarantee dated as of December 15, 1994 made by Viacom International Inc. in favor of the holders of the 8% Exchangeable Subordinated Debentures of Viacom Inc. 4