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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): September 28, 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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At the close of business on September 28, 1995, the value of the Variable
Common Rights ("VCRs") of Viacom Inc. ("Viacom") was established at 0.022665 of
a share of Viacom Class B Common Stock, par value $0.01 per share ("Viacom Class
B Common Stock"), for each VCR. This value was based upon the highest average
closing price of $50.3375 per share of Viacom Class B Common Stock for any 30
consecutive trading days during the 90 day trading period preceding September
29, 1995. Cash will be paid in lieu of issuing any fractional shares of Viacom
Class B Common Stock. A copy of the press release, dated September 28, 1995,
relating to the above-described event is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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:
99.1 Press Release issued by Viacom Inc. dated
September 28, 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: September 29, 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
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99.1 Press Release issued by Viacom Inc. dated
September 28, 1995
EXHIBIT 99.1
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VIACOM ANNOUNCES FINAL VALUE OF VARIABLE COMMON RIGHT
SET AT 0.022665 CLASS B COMMON SHARES PER RIGHT
New York, New York, September 28, 1995 -- Viacom Inc. (AMEX: VIA and VIAB)
announced today that, based on trading prices for shares of its Class B Common
Stock during the valuation period ended at the close of market today, the final
payout on the Variable Common Rights (VCRs) (AMEX: VIA.VR) issued in connection
with the Companys merger with Blockbuster Entertainment Corporation will be
0.022665 shares of Viacom Class B Common Stock per VCR, or a total of
approximately 6.4 million Viacom Class B shares.
The Company noted that, because of the increase in the value of the Viacom
Class B Common Stock, the number of shares of Viacom Class B Common Stock to be
issued had declined from approximately 39 million shares potentially issuable at
the time the VCRs were issued.
In June, Viacom announced that payment to holders of Contingent Value
Rights (CVRs) issued in connection with the Company's merger with Paramount
Communications Inc. was set at $1.44375 per CVR in cash, or a total of
approximately $83 million. Both the CVRs and the VCRs have now been
extinguished.
Under terms of the VCRs, payment will be made through the paying agent, The
Bank of New York. Holders of VCR certificates (other than those who hold VCRs in
street name) must return a completed Letter of Transmittal, which they will
receive from the paying agent, along with the endorsed VCR Certificate(s). In
return, they will receive shares of Viacom Class B Common Stock and a check in
lieu of any fractional shares.
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Contact: Carl Folta
212-258-6352