SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): January 20, 1995
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9553 04-2949533
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1515 Broadway, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-6000
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Item 5. Other Events.
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On January 20, 1995, Viacom Inc. ("Viacom"), RCS Pacific, L.P., a limited
partnership of which Mitgo Corp., a company wholly owned by Frank Washington, is
the general partner, and InterMedia Partners IV, L.P., a limited partnership (of
which InterMedia Capital Management IV, L.P. is the general partner) is the
limited partner, entered into an agreement, dated as of January 20, 1995,
providing for the sale of Viacom's cable television systems serving 1.1 million
customers to RCS Pacific, L.P., for approximately $2.3 billion in cash, $600
million of which may be payable in secured short term debt.
Consummation of the transaction is subject to certain customary conditions,
including among other things, (i) approvals of local franchise authorities, (ii)
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and (iii) receipt of a tax certificate from
the Federal Communications Commission.
A copy of the press release by Viacom, dated January 20, 1995, relating to
the above-described transaction is attached hereto as Exhibit 99.1 and is
incorporated by reference.
Viacom and Tele-Communications, Inc. ("TCI") have agreed to settle the
antitrust action commenced by Viacom's wholly owned subsidiary, Viacom
International Inc., on September 23, 1993 against TCI and certain of TCI's
affiliates in the District Court for the Southern District of New York (Viacom
International Inc. v. Tele-Communications, Inc., et. al., Case No. 93 Civ. 6658
(LAP)), subject to certain conditions, including, among other things, the
effectiveness of a new affiliation agreement covering TCI's long-term carriage
of Showtime and The Movie Channel and the consummation of the transaction
described above.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibits are filed as part of this report on Form 8-K:
Exhibit 99.1 Press release by Viacom Inc., dated January 20, 1995
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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 INC.
Date: January 23, 1995 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President,
Deputy General Counsel
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EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 99.1 Press Release by Viacom Inc. dated
January 20, 1995