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): July 1, 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 (IRS Employer
jurisdiction of File 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
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Item 5. Other Events
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Credit Agreement
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On July 1, 1994, Viacom Inc. ("Viacom") entered into an
aggregate $6.489 billion credit agreement (the "Viacom Credit
Agreement") and Viacom International and certain of its
subsidiaries entered into a $311 million credit agreement (the
"Viacom International Credit Agreement") each with certain banks
parties thereto; Bank of New York ("BNY"), Citibank, N.A.
("Citibank"), Morgan Guaranty Trust Company of New York ("Morgan"),
and Bank of America NT&SA, as Managing Agents; BNY, as
Documentation Agent; Citibank, as Administrative Agent; JP Morgan
Securities Inc., as Syndication Agent; and the Agents and Co-Agents
named therein.
The Viacom Credit Agreement is comprised of (i) a $2.5 billion
senior unsecured 2-1/2 year revolving short term loan (the "Short
Term Loan") maturing December 31, 1996, (ii) a $1.8 billion senior
unsecured 8-year reducing revolving loan (the "Revolving Loan")
maturing July 1, 2002 and (iii) a $2.189 billion 8-year term loan
maturing July 1, 2002, and is guaranteed by Viacom International
and Paramount Communications Inc. ("Paramount"). The Viacom
International Credit Agreement is comprised of a $311 million
8-year term loan to Viacom Intentional and certain of its
subsidiaries maturing July 1, 2002, and is guaranteed by Viacom and
Paramount. The Short Term Loan and the Revolving Loan will, among
other things, serve as support for a commercial paper program.
The proceeds of the Viacom Credit Agreement and the Viacom
International Credit Agreement were used to, among other things,
refinance certain indebtedness (i) of Viacom outstanding under that
certain Loan Agreement dated as November 19, 1993, as amended,
among Viacom, BNY, Citibank and Morgan; (ii) of Viacom
International and certain of its subsidiaries outstanding under
that certain Loan Agreement dated of September 26, 1989, as
amended, among Viacom, as Guarantor, Viacom International, the
Subsidiary Obligors, the Banks, Citibank as Agent and BNY as Co-
Agent; and (iii) of Viacom under a Term Loan Agreement between
Viacom and BNY dated as of December 28, 1992; thereby terminating
such Loan Agreements. The Viacom Credit Agreement and the Viacom
International Credit Agreement are attached hereto as Exhibits 4(1)
and 4(2) and are incorporated herein by reference. The guarantees
of Viacom International and Paramount with respect to the Viacom
Credit Agreement and the guarantees of Viacom and Paramount with
respect to the Viacom International Credit Agreement are attached
hereto as Exhibits 4(3), 4(4), 4(5) and 4(6), respectively, and are
incorporated herein by reference.
Savings Plan
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The Paramount Savings Plan (the "Plan") intends to invest
approximately $86 million in shares of Viacom Class B Common
Stock in order to comply with the provisions of the Plan and the
requirements of the Employee Retirement Income Security Act of
1974, as amended. The investment will be made with cash proceeds
received by the Plan primarily from the tender offer of Viacom
completed in March 1994 in payment for approximately 50.1% of
(i) the shares of Paramount Common Stock held by the Plan as a
result of employer matching contributions and (ii) the shares of
Paramount Common Stock in the Paramount Employer Stock Ownership
Plan ("ESOP") that was merged into the Plan. The shares of Viacom
Class B Common Stock will be purchased in transactions that
comply with the requirements of Regulation 10b-18 of the
Securities Exchange Act of 1934, as amended.
Item 7. Financial Statements and Exhibits
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4.1 Credit Agreement, dated as of July 1, 1994, among Viacom Inc.;
the Bank parties thereto; The Bank of New York ("BNY"), Citibank
N.A. ("Citibank"), Morgan Guaranty Trust Company of New York and
Bank of America NT&SA, as Managing Agents; BNY, as Documentation
Agent; Citibank, as Administrative Agent; JP Morgan Securities
Inc., as Syndication Agent; and the Agents and Co-Agents named
therein.
4.2 Credit Agreement, dated as of July 1, 1994, among Viacom
Cablevision of Dayton Inc.; WNYT Inc., WMZQ Inc., WVIT Inc. and
Viacom International Inc.; the Bank parties thereto; The Bank of
New York ("BNY"), Citibank N.A. ("Citibank"), Morgan Guaranty Trust
Company of New York and Bank of America NT&SA, as Managing Agents;
BNY, as Documentation Agent; Citibank, as Administrative Agent; JP
Morgan Securities Inc., as Syndication Agent; and the Agents and
Co-Agents named therein.
4.3 Guarantee of Viacom International Inc. with respect to the
Credit Agreement, dated as of July 1, 1994, among Viacom Inc.; the
Bank parties thereto; The Bank of New York ("BNY"), Citibank N.A.
("Citibank"), Morgan Guaranty Trust Company of New York and Bank of
America NT&SA, as Managing Agents; BNY, as Documentation Agent;
Citibank, as Administrative Agent; JP Morgan Securities Inc., as
Syndication Agent; and the Agents and Co-Agents named therein.
4.4 Guarantee of Paramount Communications Inc. with respect to the
Credit Agreement, dated as of July 1, 1994, among Viacom Inc.; the
Bank parties thereto; The Bank of New York ("BNY"), Citibank N.A.
("Citibank"), Morgan Guaranty Trust Company of New York and Bank of
America NT&SA, as Managing Agents; BNY, as Documentation Agent;
Citibank, as Administrative Agent; JP Morgan Securities Inc., as
Syndication Agent; and the Agents and Co-Agents named therein.
4.5 Guarantee of Viacom Inc. with respect to the Credit Agreement,
dated as of July 1, 1994, among Viacom Cablevision of Dayton Inc.;
WNYT Inc., WMZQ Inc., WVIT Inc. and Viacom International Inc.; the
Bank parties thereto; The Bank of New York ("BNY"), Citibank N.A.
("Citibank"), Morgan Guaranty Trust Company of New York and Bank of
America NT&SA, as Managing Agents; BNY, as Documentation Agent;
Citibank, as Administrative Agent; JP Morgan Securities Inc., as
Syndication Agent; and the Agents and Co-Agents named therein.
4.6 Guarantee of Paramount Communications Inc. with respect to the
Credit Agreement, dated as of July 1, 1994, among Viacom
Cablevision of Dayton Inc.; WNYT Inc., WMZQ Inc., WVIT Inc. and
Viacom International Inc.; the Bank parties thereto; The Bank of
New York ("BNY"), Citibank N.A. ("Citibank"), Morgan Guaranty Trust
Company of New York and Bank of America NT&SA, as Managing Agents;
BNY, as Documentation Agent; Citibank, as Administrative Agent; JP
Morgan Securities Inc., as Syndication Agent; and the Agents and
Co-Agents named therein.
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 INC.
Date: July 22, 1994 By: /s/ Philippe P. Dauman
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Philippe P. Dauman
Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary
EXHIBIT INDEX
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Exhibit. Page
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4.1 Credit Agreement, dated as of July 1, 1994,
among Viacom Inc.; the Bank parties thereto;
The Bank of New York ("BNY"), Citibank N.A.
("Citibank"), Morgan Guaranty Trust Company
of New York and Bank of America NT&SA, as
Managing Agents; BNY, as Documentation Agent;
Citibank, as Administrative Agent; JP Morgan
Securities Inc., as Syndication Agent; and
the Agents and Co-Agents named therein.
4.2 Credit Agreement, dated as of July 1, 1994,
among Viacom Cablevision of Dayton Inc.; WNYT
Inc., WMZQ Inc., WVIT Inc. and Viacom
International Inc.; the Bank parties thereto;
The Bank of New York ("BNY"), Citibank N.A.
("Citibank"), Morgan Guaranty Trust Company
of New York and Bank of America NT&SA, as
Managing Agents; BNY, as Documentation Agent;
Citibank, as Administrative Agent; JP Morgan
Securities Inc., as Syndication Agent; and
the Agents and Co-Agents named therein.
4.3 Guarantee of Viacom International Inc. with
respect to the Credit Agreement, dated as of
July 1, 1994, among Viacom Inc.; the Bank
parties thereto; The Bank of New York
("BNY"), Citibank N.A. ("Citibank"), Morgan
Guaranty Trust Company of New York and Bank
of America NT&SA, as Managing Agents; BNY, as
Documentation Agent; Citibank, as
Administrative Agent; JP Morgan Securities
Inc., as Syndication Agent; and the Agents
and Co-Agents named therein.
4.4 Guarantee of Paramount Communications Inc.
with respect to the Credit Agreement, dated
as of July 1, 1994, among Viacom Inc.; the
Bank parties thereto; The Bank of New York
("BNY"), Citibank N.A. ("Citibank"), Morgan
Guaranty Trust Company of New York and Bank
of America NT&SA, as Managing Agents; BNY, as
Documentation Agent; Citibank, as
Administrative Agent; JP Morgan Securities
Inc., as Syndication Agent; and the Agents
and Co-Agents named therein.
EXHIBIT INDEX (continued)
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Exhibit. Page
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4.5 Guarantee of Viacom Inc. with respect to the
Credit Agreement, dated as of July 1, 1994,
among Viacom Cablevision of Dayton Inc.; WNYT
Inc., WMZQ Inc., WVIT Inc. and Viacom
International Inc.; the Bank parties thereto;
The Bank of New York ("BNY"), Citibank N.A.
("Citibank"), Morgan Guaranty Trust Company
of New York and Bank of America NT&SA, as
Managing Agents; BNY, as Documentation Agent;
Citibank, as Administrative Agent; JP Morgan
Securities Inc., as Syndication Agent; and
the Agents and Co-Agents named therein.
4.6 Guarantee of Paramount Communications Inc.
with respect to the Credit Agreement, dated
as of July 1, 1994, among Viacom Cablevision
of Dayton Inc.; WNYT Inc., WMZQ Inc., WVIT
Inc. and Viacom International Inc.; the Bank
parties thereto; The Bank of New York
("BNY"), Citibank N.A. ("Citibank"), Morgan
Guaranty Trust Company of New York and Bank
of America NT&SA, as Managing Agents; BNY, as
Documentation Agent; Citibank, as
Administrative Agent; JP Morgan Securities
Inc., as Syndication Agent; and the Agents
and Co-Agents named therein.