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): September 29, 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 (Commission File (I.R.S. Employer
other Number) Identification
jurisdiction No.)
of 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 [ ] Pages
Exhibit Index Appears on Page [ ]
Item 5. Other Events.
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On September 29, 1994, Blockbuster Entertainment
Corporation, a Delaware corporation ("Blockbuster"), was merged
(the "Merger") with and into Viacom Inc., a Delaware corporation
("Viacom"), pursuant to the Agreement and Plan of Merger dated as
of January 7, 1994, as amended as of June 15, 1994 (the "Merger
Agreement"). The Merger Agreement is incorporated herein by
reference to Exhibit 2.1 to the Registration Statement on Form S-4
(No. 33-55271) filed by Viacom with the Securities and Exchange
Commission on August 29, 1994. The Merger was approved by the
stockholders of Blockbuster and Viacom at special meetings held
on September 29, 1994. Pursuant to the Merger Agreement, each
share of Common Stock (other than shares held by Viacom,
Blockbuster and, if appraisal rights are available under the
Delaware General Corporation Law, those holders who have demanded
and perfected appraisal rights) has been cancelled and converted
into the right to receive (i) 0.08 of a share of Class A Common
Stock, par value $.01 per share, of Viacom, (ii) 0.60615 of a
share of Class B Common Stock, par value $.01 per share, of
Viacom ("Viacom Class B Common Stock") and (iii) up to an
additional 0.13829 of a share of Viacom Class B Common Stock,
with such number of shares depending on market prices of Viacom
Class B Common Stock during the year following the effective time
of the Merger, evidenced by one variable common right of Viacom.
A copy of the press release dated September 29, 1994 announcing
approval of the Merger Agreement by Blockbuster's stockholders
and Viacom's stockholders and completion of the Merger is filed
as Exhibit 99.1 hereto and is incorporated by reference herein.
In connection with the consummation of the Merger, Viacom
entered into a $1.8 billion senior unsecured eight-year reducing
revolving credit agreement (the "Credit Agreement") with the
banks party thereto, The Bank of New York, as a Managing Agent
and as the Documentation Agent, Citibank, N.A., as a Managing
Agent and as the Administrative Agent, Morgan Guaranty Trust
Company of New York, as a Managing Agent, JP Morgan Securities
Inc., as the Syndication Agent, The Bank of America NT&SA ("BA"),
as a Managing Agent, and the banks named as Agents therein.
Borrowings under the Credit Agreement were used to refinance
certain existing indebtedness of Blockbuster under (i) the
$1,000,000,000 Amended and Restated Credit Agreement dated as of
December 22, 1993 among Blockbuster, certain of Blockbuster's
subsidiaries, BA, as Agent, BA Securities Inc., as Arranger, and
the other financial institutions party thereto; (ii) the
$1,000,000,000 Credit Agreement dated as of February 15, 1994
among Blockbuster, BA, as Agent, BA Securities Inc., as Arranger,
and the other financial institutions party thereto; and (iii) the
$250,000,000 Credit Agreement dated as of September 8, 1994
between Blockbuster and NationsBank of Florida, N.A. The Credit
Agreement will also be available for general corporate purposes.
The Credit Agreement will mature on July 1, 2002. A copy of the
Credit Agreement is filed as Exhibit 99.2 hereto and is
incorporated by reference herein.
The obligations of Viacom under the Credit Agreement are
guaranteed by Viacom International Inc. and Paramount Communications
Inc. Copies of the guarantees of Viacom International Inc. and
Paramount Communications Inc. with respect to the Credit Agreement
are filed as Exhibits 99.3 and 99.4 hereto, respectively, and are
incorporated by reference herein.
List of Exhibits.
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Exhibit
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Number Description
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99.1 Press release of Viacom Inc., dated September 29, 1994.
99.2 Credit Agreement, dated as of September 29, 1994,
among Viacom Inc., the Banks party thereto, The Bank
of New York, as a Managing Agent and as the
Documentation Agent, Citibank, N.A., as a Managing
Agent and as the Administrative Agent, Morgan Guaranty
Trust Company of New York, as a Managing Agent, JP
Morgan Securities Inc., as the Syndication Agent, The
Bank of America NT&SA, as a Managing Agent, and the
Banks named as Agents therein.
99.3 Guarantee, dated as of September 29, 1994, made by
Paramount Communications Inc.
99.4 Guarantee, dated as of September 29, 1994, made by
Viacom International Inc.
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 thereunto duly authorized.
VIACOM INC.
Registrant
Date: September 29, 1994 By: /s/ Philippe P. Dauman
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Title: Executive Vice President,
General Counsel, Chief
Administrative Officer and
Secretary
EXHIBIT INDEX
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Exhibit No. Description Page
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99.1 Press release of Viacom Inc., dated September 29, 1994.
99.2 Credit Agreement, dated as of September 29, 1994, among
Viacom Inc., the Banks party thereto, The Bank of New
York, as a Managing Agent and as the Documentation
Agent, Citibank, N.A., as a Managing Agent and as the
Administrative Agent, Morgan Guaranty Trust Company of
New York, as a Managing Agent, JP Morgan Securities
Inc., as the Syndication Agent, The Bank of America
NT&SA, as a Managing Agent, and the Banks named as
Agents therein.
99.3 Guarantee, dated as of September 29, 1994, made by
Paramount Communications Inc.
99.4 Guarantee, dated as of September 29, 1994, made by
Viacom International Inc.