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): January 7, 1994
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 File (I.R.S. Employer
jurisdiction of Number) Identification No.)
Incorporation)
200 Elm Street, Dedham, Massachusetts 02026
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 461-1600
Page 1 of [ 7 ] Pages
Exhibit Index Appears on Page [ 7 ]
Item 5. Other Events.
On January 7, 1994, Viacom Inc., a Delaware
corporation (the "Company"), and Blockbuster Entertainment
Corporation, a Delaware corporation ("Blockbuster"), entered
into an Agreement and Plan of Merger, dated as of January 7,
1994 (the "Merger Agreement"), providing for the merger of
Blockbuster with and into the Company, with the Company as the
surviving corporation (the "Merger"). The Merger is intended
to qualify as a tax-free reorganization for federal income tax
purposes.
The Merger Agreement provides that, at the effective
time of the Merger, each share of common stock, par value $.10
per share, of Blockbuster ("Blockbuster Common Stock"), will be
converted into the right to receive (i) .08 of one share of
Class A common stock, par value $.01 per share, of the Company
("Class A Common Stock"), (ii) .60615 of one share of Class B
common stock, par value $.01 per share, of the Company ("Class B
Common Stock") and (iii) up to an additional .13829 of one
share of Class B Common Stock, with such amount to be
determined in accordance with, and the right to receive such
shares to be evidenced by, one variable common right (a "VCR")
issued by the Company and having the terms described in the
Merger Agreement.
Consummation of the Merger is subject to certain
conditions, including, among other things, approval of the
Merger by the stockholders of the Company and Blockbuster, the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt
of certain regulatory approvals and confirmation that the
Merger qualifies as a tax-free reorganization for federal
income tax purposes. In addition, the Merger Agreement
provides that Blockbuster will reimburse the Company for its
transaction-related expenses if the Merger Agreement is
terminated and certain other conditions are met, up to a
maximum of $50 million.
A copy of the Merger Agreement is attached hereto as
Exhibit 2.1 and the summary of the Merger Agreement set forth
herein is qualified in its entirety by reference thereto.
In connection with the execution of the Merger
Agreement, the Company and certain stockholders of Blockbuster
entered into a Stockholders Stock Option Agreement, dated as of
January 7, 1994 (the "Stock Option Agreement"), pursuant to
which such stockholders granted to the Company irrevocable
options to purchase up to 15,004,970 shares of Blockbuster
Common Stock (the "Option Shares") at an exercise price of
$30.125 per share (the "Options"). The Options will become
exercisable if the Merger Agreement is
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terminated under certain circumstances. In addition, such
stockholders granted to the Company proxies to vote the Option
Shares in favor of the Merger and against any competing
business combination proposal. Also, the Company and certain
additional stockholders of Blockbuster entered into a Proxy
Agreement, dated as of January 7, 1994 (the "Proxy Agreement"),
pursuant to which such stockholders granted to the Company
proxies to vote the shares of Blockbuster Common Stock held by
such stockholders in favor of the Merger and against any
competing business combination proposal.
Copies of the Stock Option Agreement and the Proxy
Agreement are attached hereto as Exhibits 99.1 and 99.2,
respectively, and the summaries of the Stock Option Agreement
and the Proxy Agreement set forth herein are qualified in their
entirety by reference thereto.
In addition, Blockbuster and National Amusements,
Inc., the majority stockholder of the Company ("NAI"), have
entered into a Voting Agreement, dated as of January 7, 1994
(the "Voting Agreement"), pursuant to which NAI has agreed to
vote the shares of Class A Common Stock held by it in favor of
the Merger and the Merger Agreement at any meeting of the
stockholders of the Company and in any action by consent of the
stockholders of the Company.
A copy of the Voting Agreement is attached hereto as
Exhibit 99.3 and the summary of the Voting Agreement set forth
herein is qualified in its entirety by reference thereto.
Also on January 7, 1994, Blockbuster and the Company
entered into an agreement (the "Subscription Agreement")
pursuant to which Blockbuster has subscribed for and agreed to
purchase, and the Company has agreed to issue and sell to
Blockbuster, on the terms and subject to the conditions set
forth in the Subscription Agreement, 22,727,273 shares of Class
B Common Stock for an aggregate purchase price of
$1,250,000,015. The Subscription Agreement provides for the
payment to Blockbuster, in certain circumstances, of a
Make-Whole Amount (as defined in the Subscription Agreement) of
up to $275 million in the event of termination of the Merger
Agreement (except termination pursuant to Section 8.01(b)
thereof).
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A copy of the Subscription Agreement is attached
hereto as Exhibit 99.4 and the summary of the Subscription
Agreement set forth herein is qualified in its entirety by
reference thereto.
A copy of the joint press release of the Company and
Blockbuster, dated January 7, 1994, relating to the
above-described transactions is attached hereto as Exhibit 99.5
and is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) The following exhibits are filed as part of this
report on Form 8-K:
Exhibit 2.1 Agreement and Plan of Merger, dated as of
January 7, 1994, between Viacom Inc. and
Blockbuster Entertainment Corporation.
Exhibit 99.1 Stockholders Stock Option Agreement,
dated as of January 7, 1994, among Viacom
Inc. and certain stockholders of
Blockbuster Entertainment Corporation.
Exhibit 99.2 Proxy Agreement, dated as of January 7,
1994, among Viacom Inc. and certain
stockholders of Blockbuster Entertainment
Corporation.
Exhibit 99.3 Voting Agreement, dated as of January 7,
1994, between National Amusements, Inc.
and Blockbuster Entertainment
Corporation.
Exhibit 99.4 Subscription Agreement, dated January 7,
1994, between Viacom Inc. and Blockbuster
Entertainment Corporation.
Exhibit 99.5 Joint press release by Viacom Inc. and
Blockbuster Entertainment Corporation
dated January 7, 1994.
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SIGNATURES
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.
(Registrant)
Date: January 12, 1994 By: /s/ Philippe P. Dauman
Name: Philippe P. Dauman
Title: Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 2.1 Agreement and Plan of Merger, dated as of
January 7, 1994, between Viacom Inc. and
Blockbuster Entertainment Corporation.
Exhibit 99.1 Stockholders Stock Option Agreement, dated
as of January 7, 1994, among Viacom Inc.
and certain stockholders of Blockbuster
Entertainment Corporation.
Exhibit 99.2 Proxy Agreement, dated as of January 7,
1994, among Viacom Inc. and certain
stockholders of Blockbuster Entertainment
Corporation.
Exhibit 99.3 Voting Agreement, dated as of January 7,
1994, between National Amusements, Inc. and
Blockbuster Entertainment Corporation.
Exhibit 99.4 Subscription Agreement, dated January 7,
1994, between Viacom Inc. and Blockbuster
Entertainment Corporation.
Exhibit 99.5 Joint press release by Viacom Inc.
and Blockbuster Entertainment Corporation
dated January 7, 1994.
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