SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of earliest event reported): May 4, 2000
VIACOM INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-09553 04-2949533
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(State or other (Commission (I.R.S. 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
Item 2. Acquisition or Disposition of Assets
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On May 4, 2000, pursuant to the Amended and Restated
Agreement and Plan of Merger, dated as of September 6, 1999, as amended and
restated as of October 8, 1999 and as of November 23, 1999 (the "Merger
Agreement"), among Viacom Inc., a Delaware Corporation ("Viacom"), CBS
Corporation, a Pennsylvania corporation ("CBS") and Viacom/CBS LLC, a Delaware
limited liability company, CBS merged with and into Viacom (the "Merger").
Viacom is the surviving corporation of the Merger. In the Merger, each share of
common stock, par value $1.00 per share, of CBS (other than shares being
cancelled or otherwise converted pursuant to the Merger Agreement) was converted
into the right to receive 1.085 shares of non-voting Class B common stock, par
value $.01 per share, of Viacom. In addition, each share of Series B
Participating Preferred Stock, par value $1.00 per share, of CBS was converted
into the right to receive 1.085 shares of Series C Preferred Stock, par value
$.01 per share, of Viacom.
A copy of the press release issued by Viacom announcing the
completion of the Merger is attached as an exhibit hereto and is incorporated by
reference herein.
Item 5. Other Events
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In connection with the Merger, Viacom filed an amended
Restated Certificate of Incorporation and also made certain changes to its
Amended and Restated By-laws. Copies of Viacom's amended Restated Certificate of
Incorporation and Viacom's Amended and Restated By-Laws were filed as Annexes B
and C, respectively, to Amendment No. 3 to the Registration Statement on Form
S-4 filed with the Securities and Exchange Commission on November 24, 1999
(Commission File No. 333-88613).
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired
The required financial information of CBS is hereby
incorporated by reference to the Annual Report on Form
10-K filed by CBS for the fiscal year ended December 31,
1999 on March 29, 2000 (Commission File No. 001-00977).
(b) Pro Forma Financial Information
The required pro forma financial information will be filed
by Viacom by amendment within the prescribed time period.
(c) Exhibits
99.1 Press release by Viacom Inc., dated May 3, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Viacom has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
Date: May 4, 2000 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
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99.1 Press release by Viacom Inc., dated May 3, 2000