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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): June 21, 1999
SPELLING ENTERTAINMENT GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6739 59-0862100
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5700 Wilshire Boulevard, Los Angeles, CA 90036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (323) 965-5700
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Item 5. Other Events.
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On June 21, 1999, Viacom Inc., a Delaware corporation ("Viacom"),
announced that it had completed its tender offer for all outstanding shares of
common stock of Spelling Entertainment Group Inc. ("Spelling") that it did not
already own for $9.75 per share in cash.
The tender offer was made under the terms of a merger agreement
between Spelling and Viacom.
Under the terms of the merger agreement, Viacom acquired all of the
remaining shares of Spelling, not purchased in the offer, through a merger which
was completed June 23, 1999. As a result of the merger, Viacom owns 100% of
Spelling and Spelling's shares have been delisted from the New York and Pacific
Stock Exchanges. In the merger, all remaining shares of Spelling not purchased
in the offer (other than those held by Viacom) were converted into the right to
receive $9.75 per share in cash, subject to dissenter's rights.
A copy of the press release issued by Viacom dated June 21, 1999,
describing the completion of the tender offer, is attached hereto as Exhibit
99.1.
A copy of the press release issued by Viacom dated June 24, 1999,
announcing the completion of the merger, is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibits are filed as part of this report on Form
8-K:
99.1 Press Release issued by Viacom dated June 21, 1999.
99.2 Press Release issued by Viacom dated June 24, 1999.
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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.
SPELLING ENTERTAINMENT GROUP INC.
Date: June 30, 1999 By: /s/ Ross G. Landsbaum
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Name: Ross G. Landsbaum
Title: Senior Vice President,
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release issued by Viacom dated June 21, 1999.
99.2 Press Release issued by Viacom dated June 24, 1999.