1 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) August 23, 1994 SPELLING ENTERTAINMENT GROUP INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 1-6739 59-0862100 ------ ---------- (Commission (IRS Employer File Number) Identification No.) 5700 Wilshire Boulevard Los Angeles, California 90036 - - ----------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (213) 965-5700 N.A. (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER EVENTS. On August 23, 1994, Blockbuster Entertainment Corporation ("Blockbuster") announced that its Board of Directors had unanimously reaffirmed its approval of the proposed merger with Viacom Inc. ("Viacom") and set September 29, 1994 as the date for the special meeting at which Blockbuster's shareholders will consider and vote on the merger. Blockbuster's Board of Directors fixed August 31, 1994 as the record date for the special meeting. Upon the closing of the merger, which closing is subject to customary conditions, including approval of the merger by Blockbuster's shareholders, Viacom would own a majority of Spelling Entertainment Group Inc.'s common stock. A copy of the press release relating to the foregoing is included as Exhibit 99 hereto and is incorporated herein by reference. Blockbuster's Board of Directors' action comes as a result of the significant improvement in Viacom's stock prices in recent months, Viacom's completion of its acquisition of Paramount Communications Inc., its strong second quarter results and the divestitures it is considering, as well as Blockbuster's Board of Directors' continuing belief in the strategic benefits of the proposed combination and the long-term prospects of the combined entity. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. The Exhibits to this Report are listed in the Exhibit Index set forth elsewhere herein. 3 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. SPELLING ENTERTAINMENT GROUP INC. By: /s/ Thomas P. Carson -------------------------------------- Thomas P. Carson Senior Vice President, Treasurer and Chief Financial Officer Date: August 25, 1994 4 SPELLING ENTERTAINMENT GROUP INC. EXHIBIT INDEX Number and Sequential Description of Exhibit Page Number - - ---------------------- ----------- 1. None 2. None 4. None 16. None 17. None 20. None 23. None 24. None 27. None 99. Press Release, dated August 23, 1994.