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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): May 8, 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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The information included herein is being filed solely in connection with
the registration statements of Viacom Inc. (the "Registrant") or Viacom
International Inc. filed under the Securities Act of 1993, as amended, including
the Registration Statement on Form S-3 (Reg. No. 33-53485) of the Registrant and
Viacom International Inc.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibit is filed as part of this report on Form 8-K:
Exhibit 99.1 Condensed Statements of Operations and Notes thereto.
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SIGNATURE
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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: May 8, 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
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Exhibit No. Description Page
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Exhibit 99.1 Condensed Statements of Operations and
Notes thereto.
EXHIBIT 99.1
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VIACOM INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited; all amounts, except per share amounts, are in millions)
Three Months Ended
March 31,
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1995 1994
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Revenues $2,695.6 $ 837.8
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Earnings (loss) from continuing operations $ 335.1 $(306.8)
Other income (expense):
Interest expense, net (196.8) (47.3)
Other items, net 27.5 (4.7)
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Earnings (loss) from continuing operations before
income taxes 165.8 (358.8)
Provision for income taxes (98.9) (92.4)
Equity in earnings of affiliated companies, net of tax .8 3.5
Minority interest (4.1) 12.3
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Net earnings (loss) from continuing operations 63.6 (435.4)
Earnings from discontinued operations, net of tax 7.6 3.8
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Net earnings (loss) 71.2 (431.6)
Cumulative convertible preferred stock dividend requirement 15.0 22.5
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Net earnings (loss) attributable to common stock $ 56.2 $(454.1)
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Primary and fully diluted earnings (loss) per common share:
Net earnings (loss) from continuing operations $ .13 $ (3.62)
Net earnings (loss) $ .15 $ (3.59)
Weighted average number of common shares:
Primary 384.9 126.4
Fully diluted 385.3 126.4
See accompanying notes.
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Viacom Inc. and Subsidiaries
Notes to Condensed Statements of Operations
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Basis of Presentation
On March 11, 1994, Viacom Inc. (the "Company") acquired a majority of the
Paramount common stock outstanding at a price of $107 per share in cash. On July
7, 1994, Paramount Communications Inc. ("Paramount Communications") became a
wholly owned subsidiary of the Company at the effective time of a merger between
Paramount and a subsidiary of the Company. On September 29, 1994, Blockbuster
Entertainment Corporation ("Blockbuster") was merged with and into the Company.
Paramount Communications and Blockbuster results of operations are included in
the Company's consolidated results of operations effective March 1, 1994 and
October 1, 1994, respectively. As a result, 1995 first quarter operating results
are not comparable to results as reported for the first quarter of 1994.
The sale of Madison Square Garden (MSG), completed on March 10, 1995 for
approximately $1 billion did not result in the recognition of an after-tax gain.
Results of operations of MSG are reported net of tax as discontinued operations;
prior-year results have been reclassified to conform with the current year
presentation.
Results of operations for the three months ended March 31, 1994 include
certain merger-related charges to the Company's pre-merger businesses reflecting
their integration with similar Paramount Communications units. The
merger-related charges of $332.1 million principally relate to adjustments of
programming assets based upon new management strategies and additional
programming sources resulting from the merger with Paramount Communications and
include a charge of $17.4 million reflecting the combination of the Viacom
International and Paramount Communications staffs.
Results of operations for the three months ended March 31, 1995 include
approximately $250.0 million of revenues and $68.0 million of earnings from
continuing operations attributable to the conforming of accounting policies of
Viacom International, Paramount Communications and Spelling Entertainment Group
television programming libraries.
Net earnings (loss) per common share
Primary net earnings (loss) per common share is calculated based on the
weighted average number of common shares outstanding during each period, the
effects of common shares potentially issuable in connection with the variable
common rights, contingent value rights, stock options and warrants. For each
period presented, the effect of the assumed conversion of Preferred Stock is
antidilutive and, therefore, the effect is not reflected in fully diluted net
earnings per common share.