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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): December 15, 1994
VIACOM INC.
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(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 of File Number) Identification No.)
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
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1
Item 5. Other Events
------------
On December 14, 1994, the Boards of Directors of Viacom Inc., Viacom
International Inc. and Paramount Communications Inc. each unanimously approved
the institution of guarantees whereby each company will guarantee all of the
outstanding indebtedness of each other. The guarantees we xecuted on December
15, 1994.
Copies of the guarantees are attached as exhibits hereto and are
incorporated by reference herein.
Item 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits.
99.1 Guarantee dated as of December 15, 1994 made by Viacom Inc. in favor of
of the holders of the 7-1/2% Senior Notes of Paramount Communications Inc.
("Paramount"), the 8-1/4% Senior Debentures of Paramount, the 7-1/2%
Senior Debentures of Paramount and the 5-7/8% Senior Notes of Paramount
99.2 Guarantee dated as of December 15, 1994 made by Viacom Inc. in favor
of of Massachusetts Mutual Life Insurance Company as holder of the 8.30%
Senior ESOP Note of Paramount Communications Inc.
99.3 Guarantee dated as of December 15, 1994 made by made by Viacom
Inc. in favor of the holders of the 7% Subordinated Debentures, Series
A of Paramount Communications Inc.
99.4 Guarantee dated as of December 15, 1994 made by Viacom Inc.
in favor of the holders of the 7% Subordinated Debentures, Series
B of Paramount Communications Inc.
2
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.
Date: December 15, 1994 By: /s/ Michael D. Fricklas
---------------------------
Name: Michael D. Fricklas
Title: Senior Vice President,
Deputy General Counsel
3
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 Guarantee dated as of December 15, 1994
made by Viacom Inc. in favor of the
holders of the 7-1/2% Senior Notes of
Paramount Communications Inc.
("Paramount"), the 8-1/4% Senior
Debentures of Paramount, the 7-1/2%
Senior Debentures of Paramount and the
5-7/8% Senior Notes of Paramount
99.2 Guarantee dated as of December 15, 1994
made by Viacom Inc. in favor of
Massachusetts Mutual Life Insurance
Company as holder of the 8.30% Senior
ESOP Note of Paramount Communications
Inc.
99.3 Guarantee dated as of December 15, 1994
made by Viacom Inc. in favor of the
holders of the 7% Subordinated
Debentures, Series A of Paramount
Communications Inc.
99.4 Guarantee dated as of December 15, 1994
made by Viacom Inc. in favor of the
holders of the 7% Subordinated
Debentures, Series B of Paramount
Communications Inc.
4
EXHIBIT 99.1
GUARANTEE, dated as of December 15, 1994, made by Viacom Inc., a Delaware
corporation (the "Guarantor"), in favor of the holders of the 7-1/4% Senior
Notes due 2002 of Paramount Communications Inc. ("Paramount"), the 8-1/4% Senior
Debentures due 2022 of Paramount, the 7-1/2% Senior ntures due 2023 of Paramount
and the 5-7/8% Senior Notes due 2000 of Paramount (collectively, the "Debt
Securities").
WITNESSETH:
-----------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Debt
Securities (the "Obligations"), according to the terms of s Debt Securities and
as more fully described in the Indenture dated as of October 9, 1986, between
Paramount (as successor to Gulf & Western Inc.) and The Bank of New York (the
"Trustee"), as trustee, as supplemented by the First Supplemental Indenture
dated as of August 13, 1992 between Param ount and the Trustee, and as further
supplemented by the Second Supplemental Indenture dated as of June 30, 1993
between Paramount and the Trustee (as amended, modified or otherwise
supplemented from time to time, collectively referred to herein as the
"Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of holder of the Debt
Securities with respect thereto. The liability of the Guarantor under this
Guarantee shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of any of the Indenture or any
other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from any of the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Paramount, or a guarantor.
5
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Paramount, any right to require a proceeding filed first against
Paramount, protest or notice with respect to the Debt Se ties or the
indebtedness evidenced thereby and all demands whatsoever.
SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Debt Securities to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or further rcise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Paramount or any successor thereto, the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of Debt Securi ties, the Trustee, and by their respective successors,
transferees, and assigns.
SECTION 6. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the Debt
Securities or the Trustee upon the insolvency, ba ptcy or reorganization of
Paramount or otherwise, all as though such payment had not been made.
SECTION 7. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the Debt
Securities.
SECTION 8. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
6
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INC.
By: /s/ GEORGE S. SMITH, JR
------------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
7
EXHIBIT 99.2
GUARANTEE, dated as of December 15, 1994, made by Viacom Inc., a Delaware
corporation (the "Guarantor"), in favor of Massachusetts Mutual Life Insurance
Company as holder of the 8.30% Senior ESOP Note (the "Note") of Paramount
Communications Inc. ("Paramount").
WITNESSETH:
-----------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Note (the
"Obligations"), according to the terms of such Note an more fully described in
the Note Agreement, dated January 15, 1989, between Paramount (as successor to
Gulf & Western Inc.) and Massachusetts Mutual Life Insurance Company (as
amended, modified or otherwise supplemented from time to time, collectively
referred to herein as the "Note Agreement").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Note
Agreement, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the right any holder of the
Note with respect thereto. The liability of the Guarantor under this Guarantee
shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of any of the Note Agreement or
any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from any of the Note Agreement;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Paramount, or a guarantor.
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Paramount, any right to require a proceeding filed first against
8
Paramount, protest or notice with respect to the Note or the indebtedness
evidenced thereby and all demands whatsoever.
SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Note to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise t of or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Paramount or any successor thereto, the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of the Note, a nd by its successors, transferees, and assigns.
SECTION 6. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned by any holder of the Note
upon the insolvency, bankruptcy or reorganization Paramount or otherwise, all as
though such payment had not been made.
SECTION 7. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or the holder of the Note.
SECTION 8. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INC.
By: /s/ GEORGE S. SMITH, JR.
----------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
9
EXHIBIT 99.3
GUARANTEE, dated as of December 15, 1994, made by Viacom Inc., a Delaware
corporation (the "Guarantor"), in favor of the holders of the 7% Subordinated
Debentures, Series A, due July 1, 2003 (the "Debentures") of Paramount
Communications Inc. ("Paramount").
W I T N E S S E T H:
--------------------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Debentures
(the "Obligations"), according to the terms of su tures and as more fully
described in the Indenture, dated as of April 15, 1973, between Paramount (as
successor to Gulf & Western Inc.) and Chemical Bank (as successor to
Manufacturers Hanover Trust Company) (the "Trustee"), as trustee (as amended,
modified or otherwise supplemented from time to time, the "Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights holder of the Debentures
with respect thereto. The liability of the Guarantor under this Guarantee shall
be absolute and unconditional irrespective of::
(i) any lack of validity or enforceability of the Indenture or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Paramount, or a guarantor.
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Paramount, any right to require a proceeding filed first against
Paramount, protest or notice with respect to the Deb or the indebtedness
evidenced thereby and all demands whatsoever.
10
SECTION 4. No waiver; Remedies. No failure on the part of any holder of the
Debentures to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Paramount or any successor there the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of Debentures, the Trustee and their respective successors,
transferees, and assigns.
SECTION 6. Subordination. The payment of the Obligations under this
Guarantee is hereby expressly subordinated to all Senior Guarantor Obligations
(as such term is defined in the Indenture, dated as of September 15, 1991, among
Viacom International Inc. ("Viacom International" suer, the Guarantor, as
guarantor, and The Bank of New York ("BONY"), as trustee, as supplemented by the
First Supplemental Indenture dated as of September 15, 1991 among Viacom
International, the Guarantor, and BONY, and as further supplemented by the
Second Supplemental Indenture dated as o f March 4, 1992 among Viacom
International, the Guarantor, and BONY) of the Guarantor to the same extent as
the guarantees of the Guarantor of the 9-1/8% Senior Subordinated Notes due 1999
of Viacom International, 8-3/4% Senior Subordinated Reset Notes due 2001 of
Viacom International and 10- 1/4% Senior Subordinated Notes due 2001 of Viacom
International (collectively, the "VII Senior Subordinated Guarantees") are
subordinated to such Senior Guarantor Obligations and this Guarantee shall rank
pari passu with the VII Senior Subordinated Guarantees.
SECTION 7. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise by returned by any holder of the
Debentures or the Trustee upon the insolvency, ban or reorganization of
Paramount or otherwise, all as though such payment had not been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the
Debentures.
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
11
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INC.
By: /s/ GEORGE S. SMITH, JR.
-----------------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer
12
EXHIBIT 99.4
GUARANTEE, dated as of December 15, 1994, made by Viacom Inc., a Delaware
corporation (the "Guarantor"), in favor of the holders of the 7% Subordinated
Debentures, Series B, due July 1, 2003 (the "Debentures") of Paramount
Communications Inc. ("Paramount").
W I T N E S S E T H:
--------------------
SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the
punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Debentures
(the "Obligations"), according to the terms of su tures and as more fully
described in the Indenture, dated as of April 15, 1973, between Paramount (as
successor to Gulf & Western Inc.) and The Chase Manhattan Bank, N.A. (the
"Trustee"), as trustee (as amended, modified or otherwise supplemented from time
to time, the "Indenture").
SECTION 2. Guarantee Absolute. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights holder of the Debentures
with respect thereto. The liability of the Guarantor under this Guarantee shall
be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Indenture or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to departure from the Indenture;
(iii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, Paramount, or a guarantor.
SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of Paramount, any right to require a proceeding filed first against
Paramount, protest or notice with respect to the Deb or the indebtedness
evidenced thereby and all demands whatsoever.
13
SECTION 4. No waiver; Remedies. No failure on the part of any holder of the
Debentures to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.
SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a
continuing guaranty and shall (i) remain in full force and effect until the
earliest to occur of (A) the date on which the Guarantor shall consolidate with
or merge into Paramount or any successor there the date on which Paramount or
any successor thereto shall consolidate with or merge into the Guarantor and (C)
payment in full of the Obligations, (ii) be binding upon the Guarantor, its
successors and assigns, and (iii) inure to the benefit of and be enforceable by
any holder of Debentures, the Trustee and their respective successors,
transferees, and assigns.
SECTION 6. Subordination. The payment of the Obligations under this
Guarantee is hereby expressly subordinated to all Senior Guarantor Obligations
(as such term is defined in the Indenture, dated as of September 15, 1991, among
Viacom International Inc. ("Viacom International" suer, the Guarantor, as
guarantor, and The Bank of New York ("BONY"), as trustee, as supplemented by the
First Supplemental Indenture dated as of September 15, 1991 among Viacom
International, the Guarantor, and BONY, and as further supplemented by the
Second Supplemental Indenture dated as o f March 4, 1992 among Viacom
International, the Guarantor, and BONY) of the Guarantor to the same extent as
the guarantees of the Guarantor of the 9-1/8% Senior Subordinated Notes due 1999
of Viacom International, 8-3/4% Senior Subordinated Reset Notes due 2001 of
Viacom International and 10- 1/4% Senior Subordinated Notes due 2001 of Viacom
International (collectively, the "VII Senior Subordinated Guarantees") are
subordinated to such Senior Guarantor Obligations and this Guarantee shall rank
pari passu with the VII Senior Subordinated Guarantees.
SECTION 7. Reinstatement. This Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of any of the
Obligations is rescinded or must otherwise by returned by any holder of the
Debentures or the Trustee upon the insolvency, ban or reorganization of
Paramount or otherwise, all as though such payment had not been made.
SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the
Debentures.
SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.
14
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
VIACOM INC.
By: /s/ GEORGE S. SMITH, JR.
----------------------------
Name: George S. Smith, Jr.
Title: Senior Vice President,
Chief Financial Officer