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): August 27, 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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Page 1 of 8 Pages
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Exhibit Index Appears on Page 4
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Item 5. Other Events
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1. On August 27, 1994, Viacom Inc. ("Viacom"),
Paramount Communications Realty Corporation ("PCR"), a
wholly owned subsidiary of Paramount Communications Inc.
(which is in turn a wholly owned subsidiary of Viacom),
ITT Corporation ("ITT"), Rainbow Garden Corporation
("Rainbow") and MSG Holdings, L.P. (the "Purchaser"),
entered into an Agreement and Plan of Merger, dated as of
August 27, 1994 (the "Merger Agreement") providing for the
merger of Madison Square Garden Corporation, a Delaware
corporation ("MSG"), with and into the Purchaser, with the
Purchaser as the surviving corporation (the "Merger").
The Merger Agreement provides that, at the effective
time of the Merger, all the issued and outstanding shares
of common stock, no par value, of MSG will be cancelled
and converted automatically into the right to receive an
aggregate of approximately $1.075 billion in cash.
Consummation of the Merger is subject to certain
conditions, including among other things, (i) expiration
or termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and (ii) receipt
of necessary approvals from the National Basketball
Association and the National Hockey League.
A copy of the press release by Viacom, dated August
28, 1994, relating to the above-described transaction is
attached hereto as Exhibit 99 (a) and is incorporated
herein by reference.
2. On August 31, 1994, Viacom agreed to sell the
assets of television station WTXF in Philadelphia,
Pennsylvania to Fox Television Stations, Inc. for $200
million and other consideration. Consummation of the sale
is subject to, among other things, expiration or
termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and receipt of
approval of the Federal Communications Commission.
A copy of the press release by Viacom, dated August
31, 1994, relating to the sale of WTXF is attached hereto
as Exhibit 99 (b) and is incorporated herein by reference.
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 99 (a) Press release by Viacom Inc., dated
August 28, 1994.
(b) Press release by Viacom Inc. dated
August 31, 1994.
Page 2 of 8 Pages
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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: September 1, 1994 By: /s/ Michael D. Fricklas
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Michael D. Fricklas
Senior Vice President,
Deputy General Counsel
Page 3 of 8 Pages
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EXHIBIT INDEX
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Exhibit No. Description Page
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Exhibit 99 (a) Press Release by Viacom Inc. dated
August 28, 1994 5
(b) Press Release by Viacom Inc. dated
August 31, 1994 7
Page 4 of 8 Pages
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