UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
______________________________________
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):
APRIL 22, 2003
VIACOM INC.
________________________________________
(Exact name of registrant as
specified in its charter)
Delaware 1-9553 04-2949533
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(State or other Commission (IRS Employer
jurisdiction File Number Identification
of incorporation) Number)
1515 Broadway, New York, NY 10036
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(Address of principal executive offices) (Zip Code)
(212) 258-6000
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(Registrant's telephone number, including area code)
Item 5. Other Events
------------
On April 22, 2003, Viacom Inc. ("Viacom" or the
"Registrant") announced that it had agreed to acquire from
AOL Time Warner Inc. ("AOL") the remaining 50% partnership
interest of Comedy Partners, a New York general partnership
("Comedy Partners"), that it does not already own for $1.225
billion in cash. Comedy Partners, which operates the cable
channel Comedy Central, is currently a joint venture between
wholly-owned subsidiaries of Viacom and AOL.
The acquisition is expected to close in the second
quarter of 2003, and is subject to the expiration of
antitrust waiting periods.
A copy of the press release issued by Viacom dated
April 22, 2003 relating to the above-described transaction is
attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Exhibit No.
99 Press release issued by the Registrant dated April 22,
2003.
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.
VIACOM INC.
(Registrant)
By: /s/ Michael D. Fricklas
---------------------------
Michael D. Fricklas
Executive Vice President,
General Counsel
and Secretary
Date: April 22, 2003
EXHIBIT INDEX
99 Press release issued by the Registrant dated April 22,
2003.
VIACOM AGREES TO ACQUIRE AOL TIME WARNER'S 50% INTEREST
IN COMEDY CENTRAL
Cable Network Joins MTV Networks' Lineup of Wholly Owned Channels
New York, NY - April 22, 2003 - Viacom Inc. (NYSE: VIA and VIA.B)
announced today that it has reached an agreement with AOL Time
Warner (NYSE: AOL) to acquire AOL's 50% interest in Comedy
Central, for a total of $1.225 billion. Following the completion
of the transaction, expected in the second quarter of 2003, Comedy
Central will be wholly owned by Viacom and join MTV Networks'
lineup of basic cable channels.
Larry Divney will remain President of Comedy Central and the
network will continue to be based in New York and Los Angeles.
Comedy Central, the only all-comedy network, reaches 82 million
U.S. households. Comedy Central's schedule includes an eclectic
mix of original programming, stand-up comedy, sketch comedy and
movies. Current hits on the network are: "South Park," "The
Daily Show with Jon Stewart," "Chappelle's Show," "The Man Show,"
"Insomniac with Dave Attell" and "Tough Crowd with Colin Quinn."
Also included in the transaction is comedycentral.com, which
features original programs, schedule information, advanced
technology, games, downloads and an online store.
Sumner M. Redstone, Chairman and Chief Executive Officer of
Viacom, said, "Expanding our interest in cable networks, one of
the fastest growing and most promising areas of the media
industry, remains a priority for Viacom. Bringing one of the top
cable networks brands fully into our family is a significant and
important transaction both financially and creatively that will
bring significant benefits to Viacom and its shareholders.
Our long and productive partnership with AOL Time Warner and with
Dick Parsons and his management team created a unique network with
a loyal audience. We are pleased that we can continue to build
on that legacy of success."
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Mel Karmazin, President and Chief Operating Officer of Viacom,
said, "We are confident that Comedy Central will benefit
immediately from the financial and creative support of MTV
Networks and from Viacom's proven success in seamlessly
integrating businesses and significantly improving their results.
Comedy Central is a perfect fit with our existing cable networks
and strengthens and reinforces our already prominent role with
younger demographics that are increasingly attractive to
advertisers. This transaction is not only accretive but also
allows Viacom shareholders to get the full impact of Comedy
Central's growth and its significantly enhanced long-term
potential as a member of the Viacom family."
Tom Freston, Chairman and CEO, MTV Networks, said, "We love Comedy
Central and are thrilled to bring Larry Divney and his team into
MTV Networks. They have built a great operation and Comedy Central
will have a wonderful future with us. Our partnership with HBO was
the best: very productive and very funny. We want to thank Jeff
Bewkes and his colleagues for their input, enthusiasm, and
friendship. They'll be missed."
Larry Divney, President, Comedy Central, said, "I am confident
that this move is, without question, in the best interests of the
long-term health, growth and vibrancy of Comedy Central. We
couldn't be happier about joining Viacom and becoming part of MTV
Networks, the best collection of cable networks ever assembled."
Viacom is a leading global media company, with preeminent
positions in broadcast and cable television, radio, outdoor
advertising, and online. With programming that appeals to
audiences in every demographic category across virtually all
media, the company is a leader in the creation, promotion, and
distribution of entertainment, news, sports, and music. Viacom's
well-known brands include CBS, MTV, Nickelodeon, VH1, BET,
Paramount Pictures, Viacom Outdoor, Infinity, UPN, TNN (to be
renamed Spike TV in June), TV Land, CMT: Country Music Television,
Showtime, Blockbuster, and Simon & Schuster. More information
about Viacom and its businesses is available at www.viacom.com.
- more -
- 3 -
Cautionary Statement Concerning Forward-looking Statements
This news release contains both historical and forward-looking
statements. All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements
within the meaning of section 27A of the Securities Act of 1933
and section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are not based on historical facts,
but rather reflect the Company's current expectations concerning
future results and events. These forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements
of the Company to be different from any future results,
performance and achievements expressed or implied by these
statements. Some of these risks are described in the Company's
previous news releases and filings made under the securities
laws. The forward-looking statements included in this document
are made only as of the date of this document and under section
27A of the Securities Act and section 21E of the Exchange Act,
we do not have any obligation to publicly update any forward-
looking statements to reflect subsequent events or
circumstances.
###
Viacom Inc. MTV Networks
Press Contacts: Press Contacts:
Carl D. Folta Carole Robinson
(212) 258-6352 (212) 258-8760
carl.folta@viacom.com carole.robinson@mtv.com
Susan Duffy Jeanine Smartt
(212) 258-6347 (212) 846-7437
susan.duffy@viacom.com
jeanine.smart@mtvstaff.com
Investor Contacts: Comedy Central
Press Contact:
Martin Shea Tony Fox
(212) 258-6515 (212) 767-8746
marty.shea@viacom.com
tony.fox@comedycentral.com
James Bombassei
(212) 258-6377
jim.bombassei@viacom.com