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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): January 20, 1995
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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Item 5. Other Events.
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On January 20, 1995, Viacom Inc. ("Viacom"), RCS Pacific, L.P., a limited
partnership of which Mitgo Corp., a company wholly owned by Frank Washington, is
the general partner, and InterMedia Partners IV, L.P., a limited partnership (of
which InterMedia Capital Management IV, L.P. is the general partner) is the
limited partner, entered into an agreement, dated as of January 20, 1995,
providing for the sale of Viacom's cable television systems serving 1.1 million
customers to RCS Pacific, L.P., for approximately $2.3 billion in cash, $600
million of which may be payable in secured short term debt.
Consummation of the transaction is subject to certain customary conditions,
including among other things, (i) approvals of local franchise authorities, (ii)
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and (iii) receipt of a tax certificate from
the Federal Communications Commission.
A copy of the press release by Viacom, dated January 20, 1995, relating to
the above-described transaction is attached hereto as Exhibit 99.1 and is
incorporated by reference.
Viacom and Tele-Communications, Inc. ("TCI") have agreed to settle the
antitrust action commenced by Viacom's wholly owned subsidiary, Viacom
International Inc., on September 23, 1993 against TCI and certain of TCI's
affiliates in the District Court for the Southern District of New York (Viacom
International Inc. v. Tele-Communications, Inc., et. al., Case No. 93 Civ. 6658
(LAP)), subject to certain conditions, including, among other things, the
effectiveness of a new affiliation agreement covering TCI's long-term carriage
of Showtime and The Movie Channel and the consummation of the transaction
described above.
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:
Exhibit 99.1 Press release by Viacom Inc., dated January 20, 1995
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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.
VIACOM INC.
Date: January 23, 1995 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President,
Deputy General Counsel
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EXHIBIT INDEX
Exhibit No. Description Page
Exhibit 99.1 Press Release by Viacom Inc. dated
January 20, 1995
EXHIBIT 99.1
VIACOM TO SELL CABLE SYSTEMS TO MITGO CORP.
AND INTERMEDIA PARTNERS
New York, New York, January 20, 1995 -- Viacom Inc. (AMEX: VIA and VIAB)
and Mitgo Corp., a company wholly owned by Frank Washington, and affiliates of
InterMedia Partners, announced today that they have signed a definitive
agreement under which Viacom will sell its cable systems serving 1.1 million
customers to a partnership, of which Mitgo is the general partner, for
approximately $2.3 billion in cash. At the election of the partnership, up to
$600 million of the consideration can be paid in secured short-term debt.
The transaction is subject to customary conditions, approvals of local
franchise authorities and receipt of a tax certificate from the Federal
Communications Commission. Viacom said proceeds from the transaction, which is
expected to be completed in the second half of 1995, will initially be used to
repay debt.
In making the announcement, Sumner M. Redstone, Chairman of the Board of
Viacom Inc., said "Viacom is a software-driven company and this agreement
dramatically demonstrates our commitment to reinvesting in our core businesses.
This transaction also is a significant step, both in realizing our strategic
focus and in dramatically improving our capital structure for both the short and
long term."
Frank J. Biondi, Jr., President and Chief Executive Officer of Viacom Inc.,
said "Viacom's expansion during the last year has created an array of new
opportunities for our company and this agreement enables us to dedicate more of
our resources to the creation of content. For Mitgo and InterMedia, these cable
operations will be a core business and they will receive the commitment and
attention they require to continue their record of providing the highest quality
services to their customers."
Under the terms of the agreement, the Viacom systems in Seattle-Tacoma,
Northern California, Salem and Dayton will be purchased by RCS Pacific, L.P., a
partnership owned by Mitgo and InterMedia. Mitgo will be the general partner and
InterMedia Partners will be the limited partner. A subsidiary of
Tele-Communications Inc. is one of the limited partners of InterMedia. The
Nashville system will be purchased by RCS Nashville, L.P., of which Mitgo will
similarly be the general partner and InterMedia will be the limited partner.
Viacom Inc. is one of the world's largest entertainment and publishing
companies and a leading force in nearly every segment of the international media
marketplace. The operations of Viacom include Blockbuster Music, Blockbuster
Video, MTV Networks, Paramount Parks, Paramount Pictures, Paramount Television,
Showtime Networks, Simon & Schuster and Viacom Interactive Media, as well as
radio and television stations, and movie screens in 11 countries. Viacom also
has a substantial interest in Discovery Zone and a majority interest in Spelling
Entertainment Group. National Amusements, Inc., a closely held corporation which
owns and operates approximately 900 movie screens in the U.S. and the U.K., is
the parent company of Viacom.
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Contact: Carl Folta Mark Harrad
212/258-6352 212/258-6343