UNITED STATES
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): January 31, 2006
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-32686 20-3515052
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
incorporation)
1515 Broadway, New York, New York 10036
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 258-6000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 2. Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 31, 2006, Viacom Inc. ("Viacom") completed the
acquisition of substantially all of the outstanding limited liability company
interests of DreamWorks L.L.C. ("DreamWorks"), a motion picture studio, pursuant
to the purchase agreement dated as of December 9, 2005 among Viacom, its
subsidiary Paramount Pictures Corporation, DreamWorks and certain
holders of membership interests in DreamWorks identified therein (the
"Acquisition"). The purchase price was approximately $1.6 billion, including the
assumption of debt.
A copy of the press release, dated February 1, 2006,
announcing the completion of the Acquisition is filed herewith as Exhibit 99 and
is incorporated by reference herein in its entirety.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the Acquisition, Viacom borrowed
approximately $1.1 billion in the aggregate under its $3.25 billion five-year
credit agreement with the lenders named therein, JPMorgan Chase Bank, N.A., as
administrative agent, Citibank, N.A., as syndication agent, and Bank of America,
N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi, Ltd., New
York Branch, as co-documentation agents, and Tranche B of its $6.0 billion term
loan credit agreement with the lenders named therein, Citibank, N.A., as
administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and Bank
of America, N.A., Deutsche Bank Securities Inc. and The Bank of
Tokyo-Mitsubishi, Ltd., New York Branch, as co-documentation agents
(collectively, the "Credit Facilities"). The terms of the Credit Facilities are
described in, and copies of the Credit Facilities are filed as exhibits to,
Viacom's Form 8-K filed on December 14, 2005, and are incorporated by reference
herein in their entirety.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following Exhibit is filed as part of this Report on Form 8-K:
Exhibit No. Description of Exhibit
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99 Press release dated February 1, 2006 announcing the
completion of the acquisition of DreamWorks.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
VIACOM INC.
(Registrant)
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: February 2, 2006
Exhibit Index
Exhibit Number Description of Exhibit
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99 Press release dated February 1, 2006 announcing the
completion of the acquisition of DreamWorks.
Exhibit 99
Paramount Pictures Completes Acquisition Of DreamWorks SKG
HOLLYWOOD, CA (February 1, 2006) -- Paramount Pictures, a unit of Viacom Inc.
(NYSE: VIA; VIA.B), announced today that it has closed on its acquisition of
DreamWorks SKG for $1.6 billion in cash and assumption of debt. The announcement
was made today by Paramount Chairman & CEO Brad Grey. The company noted that it
is well along in its process to sell the DreamWorks live action film library.
Under the agreement, Steven Spielberg and David Geffen of DreamWorks will remain
in their respective roles as producer/director and Chairman. In addition, the
company has entered into an exclusive 7-year agreement to distribute films from
DreamWorks Animation, led by Chairman Jeffrey Katzenberg.
About Paramount Pictures
Paramount Pictures is part of the entertainment operations of Viacom Inc., one
of the leading global entertainment content companies, with prominent and
respected brands in focused demographics across virtually all media.
About Viacom
Viacom is one of the leading global entertainment content companies, with
prominent and respected brands in focused demographics across virtually all
media. Offering programming and content for television, motion pictures and
digital platforms, Viacom's world-class brands include MTV Networks (MTV, VH1,
Nickelodeon, Nick at Nite, Comedy Central, CMT: Country Music Television, Spike
TV, TV Land, Logo and more than 100 networks around the world), BET, Paramount
Pictures, Paramount Home Entertainment, DreamWorks SKG and Famous Music. More
information about Viacom and its businesses is available at
http://www.viacom.com.