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): June 21, 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
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Item 5. Other Events.
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On June 21, 1999, Viacom Inc., a Delaware corporation ("Viacom"),
announced that it had completed its tender offer for all outstanding shares of
common stock of Spelling Entertainment Group Inc. ("Spelling") that it did not
already own for $9.75 per share in cash.
The tender offer was made under the terms of a merger agreement
between Spelling and Viacom.
Under the terms of the merger agreement, Viacom acquired all of the
remaining shares of Spelling, not purchased in the offer, through a merger which
was completed yesterday, June 23, 1999. As a result of the merger, Viacom owns
100% of Spelling and Spelling's shares have been delisted from the New York and
Pacific Stock Exchanges. In the merger, all remaining shares of Spelling not
purchased in the offer (other than those held by Viacom) were converted into the
right to receive $9.75 per share in cash, subject to dissenter's rights.
A copy of the press release issued by Viacom dated June 21, 1999,
describing the completion of the tender offer, is attached hereto as Exhibit
99.1.
A copy of the press release issued by Viacom dated June 24, 1999,
announcing the completion of the merger, 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 Press Release issued by Viacom dated June 21, 1999.
99.2 Press Release issued by Viacom dated June 24, 1999.
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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: June 24, 1999 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release issued by Viacom dated June 21, 1999.
99.2 Press Release issued by Viacom dated June 24, 1999.
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