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
Date of Report (date of earliest event reported): July 30, 1996
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 (I.R.S.
jurisdiction File Employer
of incorporation) Number) Identification
No.)
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
Page 1 of 4 Pages
Exhibit Index Appears on Page 4
Item 5. Other Events
On July 31, 1996, Viacom Inc. ("Viacom") completed the Exchange Offer
and related transactions as described in its Schedule 13E-4 Issuer Tender Offer
Statement filed with the Securities and Exchange Commission on June 24, 1996, as
amended by Amendment No. 1 dated June 25, 1996, Amendment No. 2 dated July 19,
1996, Amendment No. 3 dated July 23, 1996, and Amendment No. 4 dated July 31,
1996 (as amended, the "Schedule 13E-4"). In the Exchange Offer, Viacom accepted
5,417,211 shares of its Class A Common Stock, par value $.01 per share, and
9,939,749 shares of its Class B Common Stock, par value $.01 per share, in
exchange for 6,257,961 shares of VII Cable (as defined in the Schedule 13E-4).
In connection with the transactions described in the Schedule 13E-4,
Viacom Services (as defined in the Schedule 13E-4) assumed the outstanding
public debt securities and certain of the guarantees of Viacom International (as
defined in the Schedule 13E-4) pursuant to supplemental indentures (the
"Supplemental Indentures"). In addition, (i) Viacom Services assumed certain
other guarantees of Viacom International pursuant to assignment agreements (the
"Assignment Agreements") and (ii) the guarantees by Viacom of the public
indebtedness of Viacom International (which indebtedness has been assumed by
Viacom Services) were amended by Viacom pursuant to amendments to such
guarantees (the "Amendments to Guarantee").
The Supplemental Indentures, Assignment Agreements and Amendments to
Guarantee are attached as exhibits hereto and are incorporated by reference
herein.
List of Exhibits
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Exhibit
Number Description
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99.1 Press Release issued by Viacom Inc. dated July 30, 1996
99.2 Supplemental Indenture among Viacom Inc., Viacom International
Inc., Viacom International Services Inc. and State Street Bank and
Trust Company.
99.3 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Bank of New York.
99.4 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Bank of New York.
99.5 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Chase Manhattan Bank.
99.6 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Chase Manhattan Bank.
99.7 Assignment Agreement between Viacom International Inc. and Viacom
International Services Inc.
99.8 Assignment Agreement between Viacom International Inc. and Viacom
International Services Inc.
99.9 Assignment Agreement between Viacom International Inc. and Viacom
International Services Inc.
99.10 Assignment Agreement between Viacom International Inc. and Viacom
International Services Inc.
99.11 Amendment to Guarantee by Viacom Inc.
99.12 Amendment to Guarantee by Viacom Inc.
99.13 Amendment to Guarantee by Viacom Inc.
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIACOM INC.
Registrant
Date: August 1, 1996 By: /s/ Michael D. Fricklas
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Title: Senior Vice President, Deputy
General Counsel
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release issued by Viacom Inc. dated July 30, 1996
99.2 Supplemental Indenture among Viacom Inc., Viacom International
Inc., Viacom International Services Inc. and State Street Bank
and Trust Company.
99.3 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Bank of New York.
99.4 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Bank of New York.
99.5 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Chase Manhattan Bank.
99.6 Supplemental Indenture among Viacom International Inc., Viacom
International Services Inc. and The Chase Manhattan Bank.
99.7 Assignment Agreement between Viacom International Inc. and
Viacom International Services Inc.
99.8 Assignment Agreement between Viacom International Inc. and
Viacom International Services Inc.
99.9 Assignment Agreement between Viacom International Inc. and
Viacom International Services Inc.
99.10 Assignment Agreement between Viacom International Inc. and
Viacom International Services Inc.
99.11 Amendment to Guarantee by Viacom Inc.
99.12 Amendment to Guarantee by Viacom Inc.
99.13 Amendment to Guarantee by Viacom Inc.