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): January 3, 1995 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 January 3, 1995, Paramount Communications Inc. ("Paramount") was merged with and into its parent company, Viacom International Inc. ("Viacom International"). Viacom International is the surviving company and has assumed all obligations of Paramount as of such merger. The Board of Direc tors and executive officers of Viacom International are identical to the Board and officers of Paramount. A copy of the Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware is filed as an exhibit herewith and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits 99.1 Certificate of Ownership and Merger merging Paramount Communications Inc. into Viacom International 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. By: /s/ Michael D. Fricklas ------------------------------ Name: Michael D. Fricklas Title: Senior Vice President Deputy General Counsel 3 EXHIBIT INDEX EXHIBIT No. Description Page No. - ---------- ----------- ------- 99.1 Certificate of Ownership and Merger merging Paramount Communications Inc. into Viacom International Inc. 4