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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2949533
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(State of Incorporation) (IRS Employer Identification No.)
200 Elm Street
Dedham, Massachusetts 02026
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Contingent Value Rights American Stock Exchange, Inc.
Three-Year Warrants American Stock Exchange, Inc.
Five-Year Warrants American Stock Exchange, Inc.
8% Exchangeable Subordinated
Debentures due 2006 American Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
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None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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For a description of the contingent value rights of the
Registrant ("CVRs"), three-year warrants of the Registrant
("Three-Year Warrants") and five-year warrants of the Registrant
("Five-Year Warrants") being registered hereunder reference is
made to the information under the headings "Description of Viacom
Capital Stock--Contingent Value Rights" and "Description of Viacom
Capital Stock--Viacom Warrants" on pages 133-138 of the
Registrant's Joint Proxy Statement/Prospectus dated June 6,
1994 (the "Proxy Statement/Prospectus"), forming a part of the
Registrant's Registration Statement on Form S-4 (Reg. No. 33-53977)
as filed with the Securities and Exchange Commission on June 6,
1994 (Exhibit 5 hereto). For a description of the 8%
exchangeable subordinated debentures due 2006 of the Registrant
(the "8% Debentures") being registered hereunder reference is
made to the information under the heading "Description of Viacom
Debentures" on pages 144 through 152 of the Proxy
Statement/Prospectus. The aforementioned descriptions in the
Proxy Statement/Prospectus are hereby incorporated by reference
herein and made a part of this registration statement.
Item 2. Exhibits.
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(a) The following Exhibits are to be filed with the
Securities and Exchange Commission and the American
Stock Exchange, Inc.:
(1) Form of CVR Agreement (including the Form of CVR).
(2) Form of Warrant Agreement with respect to the
Three-Year Warrants (including the Form of Three-
Year Warrant).
(3) Form of Warrant Agreement with respect to the
Five-Year Warrants (including the Form of Five-
Year Warrant).
(4) Form of Indenture with respect to the 8%
Debentures (including the Form of 8% Debenture).
(5) Registrant's Registration Statement on Form S-4 as
filed with the Securities and Exchange Commission
on June 6, 1994 (Reg. No. 33-53977).
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: June 6, 1994 VIACOM INC.
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(Registrant)
By: /s/ Michael D. Fricklas
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Michael D. Fricklas
Senior Vice President and
Deputy General Counsel
EXHIBIT INDEX
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Exhibit
No. Exhibits. Page
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(1) Form of CVR Agreement (including the Form of CVR)
(incorporated herein by reference to Exhibit 4.6 of the
Registration Statement on Form S-4 (Reg. No. 33-53977)).
(2) Form of Warrant Agreement with respect to the Three-
Year Warrants (including the Form of Three-Year
Warrant) (incorporated herein by reference to Exhibit
4.7 of the Registration Statement on Form S-4 (Reg. No.
33-53977)).
(3) Form of Warrant Agreement with respect to the Five-Year
Warrants (including the Form of Five-Year Warrant)
(incorporated herein by reference to Exhibit 4.8 of the
Registration Statement on Form S-4 (Reg. No. 33-53977)).
(4) Form of Indenture with respect to the 8% Debentures
(including the Form of 8% Debenture) (incorporated
herein by reference to Exhibit 4.5 of the Registration
Statement on Form S-4 (Reg. No. 33-53977)).
(5) Registrant's Registration Statement on Form S-4 of
Viacom Inc. as filed with the Securities and Exchange
Commission on June 6, 1994 (incorporated herein by
reference (Reg. No. 33-53977)).