UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2004
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
1515 Broadway, New York, NY 10036
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 258-6000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 8--Other Events
Item 8.01 Other Events.
On October 13, 2004, the Registrant issued a press release announcing
the final results of the Blockbuster split-off exchange offer.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Section 9--Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release issued by the Registrant, dated
October 13, 2004.
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.
(Registrant)
By: /s/ Michael D. Fricklas
-------------------------------------------
Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: October 13, 2004
EXHIBIT INDEX
Exhibit 99.1 Press Release issued by the Registrant, dated October 13, 2004.
Exhibit 99.1
VIACOM ANNOUNCES FINAL RESULTS
OF SUCCESSFUL BLOCKBUSTER SPLIT-OFF EXCHANGE OFFER
NEW YORK, October 13, 2004 - Viacom Inc. (NYSE: VIA and VIA.B) today announced
the final results of its successful exchange offer for the split-off of
Blockbuster Inc. (NYSE: BBI and BBI.B). The offer, which was oversubscribed,
expired at 12:00 midnight, New York City time, on October 5, 2004. Under the
terms of the offer, Viacom accepted 27,961,165 shares of Viacom common stock in
exchange for the 72 million shares of Blockbuster class A common stock and 72
million shares of Blockbuster class B common stock that Viacom owned. Each share
of Viacom class A or class B common stock accepted for exchange by Viacom will
be exchanged for 5.15 shares of Blockbuster common stock, consisting of 2.575
shares of Blockbuster class A common stock and 2.575 shares of Blockbuster class
B common stock.
Because the offer was oversubscribed, Viacom accepted tendered shares on a
pro-rata basis in proportion to the number of shares tendered. Stockholders that
tendered less than 100 shares of Viacom class A or class B common stock, or an
odd-lot, could elect not to be subject to proration, except that stockholders
that tendered odd-lots as a participant in a Viacom or Blockbuster employee
benefit plan were not entitled to this preference. All shares tendered by
eligible odd-lot stockholders have been accepted; 9.426777% of all other
tendered shares of Viacom class A common stock and Viacom class B common stock
have been accepted.
Based on the final count by the exchange agent, The Bank of New York, the
results of the exchange offer are as follows:
Viacom Class A Viacom Class B Total
Number of shares tendered 4,648,493 288,240,856 292,889,349
Number of "odd-lot" shares
tendered that were not
subject to pro ration 127,451 260,305 387,756
Number of Shares Accepted 553,616 27,407,549 27,961,165
Shares of Blockbuster common stock are expected to be credited to accounts of
tendering stockholders by EquiServe, Blockbuster's transfer agent, on or before
October 20, 2004. In addition, checks in lieu of fractional Blockbuster shares
and shares of Viacom class A and class B common stock tendered but not accepted
for exchange are expected be delivered or mailed on or before October 22, 2004.
Information About the Exchange Offer
Stockholders of Viacom are advised to read Viacom's Tender Offer Statement on
Schedule TO, Blockbuster's Registration Statement on Form S-4 and the
Prospectus-Offer to Exchange, as well as any other documents relating to the
exchange offer that are filed with the SEC when they become available because
they will contain important information. Stockholders of Viacom may obtain
copies of these documents for free at the SEC's website at www.sec.gov or from
Viacom Investor Relations at 1-800-516-4399. Viacom stockholders may also
request copies of the exchange offer documents from Viacom's information agent,
MacKenzie Partners, Inc., located at 105 Madison Avenue, New York, NY 10016, at
(800) 322-2885 (toll-free) in the United States or at (212) 929-5500 (collect)
elsewhere.
About Viacom Inc.
Viacom is a leading global media company, 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, music, and comedy. Viacom's well-known brands
include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures,
Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT:
Country Music Television, Spike TV, Showtime and Simon & Schuster. More
information about Viacom and its businesses is available at www.viacom.com.
Contacts:
Viacom Contacts:
Media: Analysts/Investors:
Carl Folta Martin Shea
Senior Vice President, Corporate Relations Senior Vice President, Investor Relations
(212) 258-6352 (212) 258-6515
carl.folta @viacom.com marty.shea@viacom.com
Susan Duffy James Bombassei
Vice President, Corporate Relations Vice President, Investor Relations
(212) 258-6347 (212) 258-6377
susan.duffy@viacom.com james.bombassei@viacom.com
Blockbuster Contacts:
Media: Analysts/Investors:
Karen Raskopf Mary Bell
Senior Vice President, Corp. Communications Senior Vice President, Investor Relations and
(214) 854-3555 Corporate Treasurer
(214) 854-3863
Randy Hargrove
Director, Corp. Communications
(214) 854-3190
# # #