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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) December 7, 1994
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SPELLING ENTERTAINMENT GROUP INC.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
1-6739 59-0862100
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(Commission (IRS Employer
File Number) Identification No.)
5700 Wilshire Boulevard
Los Angeles, California 90036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213) 965-5700
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N.A.
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Effective as of December 7, 1994, Spelling Entertainment Group Inc. (the
"Registrant"), certain of its subsidiaries and Viacom Inc. ("Viacom"), as
successor to Blockbuster Entertainment Corporation ("Blockbuster") entered into
Amendment No. 1 (the "Amendment") to the Credit Agreement (the "Credit
Agreement"), dated as of January 31, 1994, by and among the Registrant, the
Borrowers named therein and Blockbuster in order to effect certain changes
necessitated by the merger (the "Merger") of Blockbuster with and into Viacom
effective September 29, 1994.
In connection with the Merger, Blockbuster's credit facility (the "Blockbuster
Credit Agreement"), dated as of December 22, 1993, with Bank of America
National Trust and Savings Association ("Bank of America"), as Agent, and the
other parties thereto was repaid and terminated. The Credit Agreement provided
that in the event the Blockbuster Credit Agreement was terminated, the parties
thereto were required to negotiate in good faith to reset applicable interest
rates and fees to reflect the cost of funds to Viacom under its credit
facilities. Such cost of funds to Viacom are higher than were Blockbuster's
cost of funds under the Blockbuster Credit Agreement.
The Amendment effects the following changes to the Credit Agreement: (i)
increases in the interest rates and fees payable under both the revolving and
term portion of the Credit Agreement to levels consistent with those payable
under Viacom's credit facilities, (ii) an increase in the total aggregate funds
available to the Registrant under the revolving portion of the Credit Agreement
from $75 million to $100 million, (iii) the addition of a base rate interest
alternative and (iv) certain administrative changes. The parties intend to
execute an Amended and Restated Credit Agreement reflecting such changes as
soon as practicable.
As of December 7, 1994, Viacom beneficially owned approximately 78% of the
outstanding common stock, $0.10 par value per share, of the Registrant. The
Registrant believes that the terms of the Credit Agreement, as amended by the
Amendment, are as favorable to the Registrant as those which could be obtained
from an unaffiliated party. Such terms have been approved by an independent
committee of the Registrant's Board of Directors.
Separately, in connection with the repayment and termination of the Blockbuster
Credit Facility, a Guaranty provided by the Registrant in favor of Bank of
America pursuant to the Blockbuster Credit Facility became null and void. The
Registrant has not executed a guaranty with respect to Viacom's credit
facilities and has incurred no liability with respect to such facilities or
other debt of Viacom.
The descriptions contained herein of the Amendment are modified in their
entirety by the terms thereof, a copy of which is attached as Exhibit 99 hereto
and which is incorporated herein by reference.
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.
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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.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Thomas P. Carson
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Thomas P. Carson
Executive Vice President, Treasurer
and Chief Financial Officer
Date: December 22, 1994
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SPELLING ENTERTAINMENT GROUP INC.
EXHIBIT INDEX
Number and
Description of Exhibit
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1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99. Amendment No. 1 to Credit Agreement, dated as of December 7, 1994 by and among
the Registrant, certain of its subsidiaries and Viacom Inc.