SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of earliest event reported): August 14, 2000
VIACOM INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-09553 04-2949533
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1515 Broadway, New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-6000
Item 5. Other Events
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On August 14, 2000, Viacom Inc. ("Viacom") delivered to the
Board of Directors of Infinity Broadcasting Corporation ("Infinity") a letter
dated August 14, 2000 (the "Proposal Letter") in which Viacom offered to acquire
through a stock-for-stock merger transaction (the "Proposed Transaction") all
the issued and outstanding shares of Class A Common Stock, par value $.01 per
share (the "Infinity Class A Shares"), of Infinity not currently owned by
Viacom. Pursuant to the Proposed Transaction, each Infinity Class A Share would
be converted into the right to receive 0.564 of a share of Class B Common Stock,
par value $.01 per share, of Viacom. Viacom currently holds 100% of Infinity's
Class B Common Stock, par value $.01 per share (the "Infinity Class B Shares"),
which represents approximately 64.3% of the equity of Infinity and approximately
90.0% of the combined voting power of the Infinity Class A Shares and the
Infinity Class B Shares. Viacom does not currently hold any Infinity Class A
Shares.
The merger proposal is subject to approval of Infinity's
independent directors.
On August 15, 2000, Viacom issued a press release relating to
the events described above. Such press release is attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 Press release issued by Viacom Inc. on August 15, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Viacom has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
Date: August 15, 2000 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Executive Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
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Exhibit
No. Description
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99.1 Press release issued by Viacom Inc. on August 15, 2000
VIACOM OFFERS TO PURCHASE FULL OWNERSHIP OF
INFINITY BROADCASTING CORPORATION
New York, NY, August 15, 2000 - Viacom Inc. (NYSE: VIA, VIA.B) announced today
that it has offered to purchase the remaining shares of Infinity Broadcasting
Corporation (NYSE: INF) that it does not currently own for 0.564 of a share of
Viacom Class B Common Stock per share in a merger transaction.
Based on the Viacom Class B Common Stock closing price of $71.00 on August 14,
2000, the per share consideration equals $ 40.04 per share of Infinity Class A
Common Stock, representing a 13.6% premium over the Infinity Class A Common
Stock closing price of $35.25 per share on that date. Viacom currently holds
100% of Infinity's Class B Common Stock, which represents approximately
64.3% of the equity of Infinity and approximately 90.0% of the combined voting
power of Infinity's Class A and Class B Common Stock. Viacom does not
currently hold any of Infinity's Class A Common Stock.
Sumner M. Redstone, Chairman and Chief Executive Officer of Viacom, said, "With
both Viacom's and Infinity's core businesses performing at record levels, it is
the perfect time to bring them more closely together. Under Mel Karmazin's
leadership, Infinity has become the most successful radio and outdoor
advertising company in the world. Combining Infinity with Viacom will now create
a company that is financially even stronger and strategically even better
positioned to generate superior returns to shareholders."
Mel Karmazin, President and Chief Operating Officer of Viacom, said, "While the
Infinity IPO has been extraordinarily successful, we believe that Infinity
stockholders can realize even greater value through Viacom's offer. Not only
does the offer provide a significant premium on a tax-free basis, it also
enables Infinity shareholders to participate in the extraordinary opportunity
created by Infinity's full integration with Viacom's unique and powerful
businesses."
The merger proposal is subject to approval of Infinity's independent directors.
Investors are urged to read the relevant documents that will be filed with the
Securities and Exchange Commission by Viacom if the merger transaction proceeds
because they will contain important information. You will be able to obtain a
free copy of the documents filed with the Commission by Viacom and Infinity at
the Commission's website at http://www.sec.gov. Investors will also be able to
obtain a free copy of the relevant documents by contacting Investor Relations at
Viacom at: 800-516-4399, 1515 Broadway, New York, NY 10036 or www.viacom.com.
Viacom is the No. 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, the company 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. More
information about Viacom and its businesses is available at www.viacom.com.
Contacts:
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Carl Folta
212-258-6352
Susan Duffy
212-258-6347