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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): November 2, 2000
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9553 04-2949533
(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 November 3, 2000, Viacom Inc., a Delaware corporation ("Viacom"), and
BET Holdings II, Inc. ("BET"), a privately held Delaware corporation, announced
that they have entered into an agreement, dated as of November 2, 2000, for the
purchase of BET by Viacom for approximately $3 billion, consisting of Viacom
Class B Common Stock and the assumption of BET debt. The final exchange ratio
will be based on the trading prices of Viacom Class B Common Stock during a
measurement period immediately before the closing of the transaction, which is
expected to occur during the first quarter of 2001.
A copy of the press release issued by Viacom dated November 3, 2000
relating to the above-described transaction is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) The following exhibit is filed as part of this report on Form 8-K:
99.1 Press Release issued by Viacom dated November 3, 2000.
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: November 3, 2000 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by Viacom dated May 17, 1999.
VIACOM TO ACQUIRE BET HOLDINGS
Transaction Includes Black Entertainment Television (BET)
And Other Cable Networks, BET Books, and BET.com
BET Founder Robert L. Johnson to Remain Chairman and CEO;
Debra L. Lee to Remain BET President and Chief Operating Officer
New York/Washington, D.C., November 3, 2000 - Viacom Inc. (NYSE: VIA and VIA.B)
and privately held BET Holdings II, Inc. jointly announced today that Viacom has
agreed to acquire BET for a total of $3 billion, consisting of Viacom Class B
Common Stock and the assumption of debt. Robert L. Johnson, Chairman and
majority owner of BET Holdings, and founder of Black Entertainment Television,
the first and largest national cable network targeted to African Americans, will
remain Chairman and CEO, reporting to Viacom President and Chief Operating
Officer Mel Karmazin. Debra Lee, BET President and Chief Operating Officer, also
will continue in that role following the completion of the transaction, which is
expected to occur early next year.
BET will remain headquartered in Washington, D.C., with offices in New York, Los
Angeles, Chicago, and the United Kingdom.
The transaction includes: Black Entertainment Television, which reaches 62.4
million households in the U.S.; BET on Jazz: The Cable Jazz ChannelTM, the
country's only 24-hour network devoted to jazz music and jazz enthusiasts; BET
InternationalTM, a hybrid of BET and BET on Jazz programming reaching 14
countries around the world; and BET Books, the leading publisher of African
American-themed romance novels under the label of Arabesque Books. Also part of
the transaction is BET Holdings' interest in BET.com, an online portal that
provides content and community experiences tailored to the unique interests,
preferences and issues of African Americans, ages 18-49, through a variety of
online channels, including news, sports, health, careers, money, music,
entertainment and food; BET's programming interest in two XM Radio Satellite
program channels (Urban AC and Jazz) that complement the BET cable network
assets; and BET Pictures II, a producer of movies and documentaries that air on
BET networks. Mr. Johnson and Liberty Media Corporation, the present
shareholders of BET, will retain various other assets of BET Holdings.
-more-
"The addition of Black Entertainment Television and the other leading BET cable
networks and online operations, along with the extraordinary managerial talent
of Bob Johnson and his team, is a significant milestone for Viacom," said Sumner
M. Redstone, Chairman and Chief Executive Officer of Viacom. "This transaction
will significantly enhance our roster of leading brands, and make our already
great management team even better. I am pleased that my long relationships with
Bob Johnson and John Malone, close friends of mine and pioneers in our industry,
are culminating in this very positive and important transaction."
"This accretive transaction is a major step forward in our strategy to expand in
the fastest-growing media industry segments and will immediately benefit
shareholders, as well as broaden our already formidable presence as the largest
national and local platform for advertisers," said Mr. Karmazin. "Viacom is home
to the industry's most creative and distinctive branded programming, the perfect
environment for BET's television and online businesses to continue to grow and
prosper. Bob Johnson and his terrific management team will now have the
financial and marketing support of the entire Viacom family. I am personally
looking forward to working with Bob and the entire BET organization as they
continue to build on their extraordinary legacy as a unique and independent
programming voice for the African-American community."
"Viacom is the perfect home for BET, a healthy, profitable business and the
dominant media brand serving the African-American consumer," said Mr. Johnson.
"Combining the assets of BET with the global resources and brands of Viacom will
create a platform that is even stronger and better positioned to deliver the
wants and needs of BET's core audience. We will be able to continue to push
programming to new heights, expand our distribution globally and leverage the
marketing resources of the best advertising-driven media company in the world."
Ms. Lee said: "I am excited to be joining the best management team in the
business. It's clear that Sumner and Mel fully support BET's mission and are
committed to providing the resources--and the creative autonomy--to continue to
create great programming targeted to African Americans. I am looking forward to
starting this new chapter in BET's success story."
The tax-free transaction is subject to customary regulatory approvals. The final
exchange ratio will be based on the trading prices of Viacom Class B Common
Stock during a measurement period immediately before the closing of the
transaction.
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Conference Calls
Viacom will hold a conference call for investors and financial analysts on
Friday, November 3, at 8:30 a.m (EST). The call is open to the general public.
The conference call number is 1 (800) 810-0924. Please call five minutes in
advance to ensure you are connected prior to the start of the presentation. A
rebroadcast of the call can be accessed at 1 (888) 203-1112 (Confirmation #
686613), beginning at 11:30 a.m. (EST) on November 3. An audio file of the call
will also be available at Viacom's web site (www.viacom.com). BET will hold a
conference call for the media on Friday, November 3, at 2 p.m. (EST) /11 a.m.
(PST). Available to answer questions on the call will be Robert Johnson,
Chairman & CEO, BET Holdings II, Inc., and Debra Lee, President & COO, BET
Holdings II, Inc. The conference call number is 1 (800) 289-0436.
BET Holdings II, Inc. is the first African-American owned and operated media and
entertainment company to provide quality television programming, entertainment
products, publishing and Internet services specifically designed to appeal to
African-American interests. BET Holdings owns and operates four networks (Black
Entertainment Television, BET on Jazz: The Jazz Channel, BET Action Pay Per
View, and BET International); is an investor in four magazines with Vanguarde
Media (Heart & Soul, IMPACT, Honey and Savoy); and owns Arabesque Books, the
leading African-American line of romance novels. The company has also
established a new film division, BET Pictures II, to develop African-American
made-for-television movies and theatrical releases. Other BET Holdings ventures
include: BET.com, an interactive web site based upon a joint venture with
Liberty Digital, News Corporation, USA Networks, and Microsoft; BET SoundStage
Restaurant, an entertainment-themed restaurant in Largo, Maryland; BET
SoundStage Club, a dance club on Pleasure Island at Walt Disney World Resort in
Orlando; BET On Jazz Restaurant, a fine dining restaurant in Washington; Tres
Jazz, a restaurant located inside Bally's Paris Resort and Casino in Las Vegas;
and BET Movies/STARZ!, a premium movie channel joint venture with Starz Encore
Group LLC.
Viacom is the #1 platform in the world for advertisers, 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, Viacom 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, Paramount Pictures, Infinity
Broadcasting, UPN, TNN, CMT, Showtime, Blockbuster, and Simon & Schuster.
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Cautionary Statement Concerning Forward-looking Statements
This document 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.
Similarly, statements that describe our objectives, plans or goals are or may be
forward-looking statements. 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. The following important factors, among others, could affect future
results, causing these results to differ materially from those expressed in our
forward-looking statements: changes in advertising market conditions; changes in
the public acceptance of the Company's programming; changes in technology and
its effect on competition in the Company's markets; changes in the Federal
Communications Laws and Regulations; and other economic, business, competitive
and/or regulatory factors affecting the Company's businesses generally. 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 BET Holdings
Press Contacts: Press Contact:
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Carl D. Folta Michael Lewellen
(212) 258-6352 (202) 608-2003
carl.folta@viacom.com michael.lewellen@bet.net
Susan Duffy
(212) 258-6347
susan.duffy@viacom.com
Investor Contacts:
Martin Shea
(212) 258-6515
marty.shea@viacom.com
James Bombassei
(212) 258-6377
james.bombassei@viacom.com