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): May 17, 1999
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
Item 5. Other Events.
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On May 17, 1999, Viacom Inc., a Delaware corporation ("Viacom") and
Spelling Entertainment Group Inc. ("Spelling") announced that they have entered
into a definitive merger agreement for the purchase by Viacom of the shares of
Spelling common stock that it does not already own for $9.75 per share in cash.
The merger agreement provides for the commencement of a tender offer
by Viacom by Friday, May 21, 1999. Under the terms of the merger agreement, each
Spelling share that is not purchased in the offer will be acquired by merger as
soon as practical thereafter in a second step merger, also for $9.75 per share.
A copy of the Merger Agreement is attached hereto as Exhibit 99.1.
A copy of the press release issued by Viacom, May 17, 1999, relating
to the above-described transaction is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibit is filed as part of this report on Form 8-K:
99.1 Agreement and Plan of Merger among Viacom International
Inc., VSEG Acquisition Inc. and Spelling Entertainment Group
Inc., dated as of May 17, 1999.
99.2 Press Release issued by Viacom dated May 17, 1999.
SIGNATURE
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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: May 17, 1999 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
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Exhibit No. Description
99.1 Agreement and Plan of Merger among Viacom
International Inc., VSEG Acquisition Inc. and
Spelling Entertainment Group Inc., dated as of May
17, 1999.
99.2 Press Release issued by Viacom dated May 17, 1999.