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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): August 27, 1994
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)
200 Elm Street, Dedham, Massachusetts 02026
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 461-1600
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Page 1 of 8 Pages
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Exhibit Index Appears on Page 4
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Item 5. Other Events
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1. On August 27, 1994, Viacom Inc. ("Viacom"),
Paramount Communications Realty Corporation ("PCR"), a
wholly owned subsidiary of Paramount Communications Inc.
(which is in turn a wholly owned subsidiary of Viacom),
ITT Corporation ("ITT"), Rainbow Garden Corporation
("Rainbow") and MSG Holdings, L.P. (the "Purchaser"),
entered into an Agreement and Plan of Merger, dated as of
August 27, 1994 (the "Merger Agreement") providing for the
merger of Madison Square Garden Corporation, a Delaware
corporation ("MSG"), with and into the Purchaser, with the
Purchaser as the surviving corporation (the "Merger").
The Merger Agreement provides that, at the effective
time of the Merger, all the issued and outstanding shares
of common stock, no par value, of MSG will be cancelled
and converted automatically into the right to receive an
aggregate of approximately $1.075 billion in cash.
Consummation of the Merger is subject to certain
conditions, including among other things, (i) expiration
or termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and (ii) receipt
of necessary approvals from the National Basketball
Association and the National Hockey League.
A copy of the press release by Viacom, dated August
28, 1994, relating to the above-described transaction is
attached hereto as Exhibit 99 (a) and is incorporated
herein by reference.
2. On August 31, 1994, Viacom agreed to sell the
assets of television station WTXF in Philadelphia,
Pennsylvania to Fox Television Stations, Inc. for $200
million and other consideration. Consummation of the sale
is subject to, among other things, expiration or
termination of the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 and receipt of
approval of the Federal Communications Commission.
A copy of the press release by Viacom, dated August
31, 1994, relating to the sale of WTXF is attached hereto
as Exhibit 99 (b) and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) The following exhibits are filed as part of
this report on Form 8-K:
Exhibit 99 (a) Press release by Viacom Inc., dated
August 28, 1994.
(b) Press release by Viacom Inc. dated
August 31, 1994.
Page 2 of 8 Pages
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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 1, 1994 By: /s/ Michael D. Fricklas
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Michael D. Fricklas
Senior Vice President,
Deputy General Counsel
Page 3 of 8 Pages
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EXHIBIT INDEX
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Exhibit No. Description Page
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Exhibit 99 (a) Press Release by Viacom Inc. dated
August 28, 1994 5
(b) Press Release by Viacom Inc. dated
August 31, 1994 7
Page 4 of 8 Pages
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EXHIBIT 99 (a)
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VIACOM INC. AGREES TO SELL MADISON SQUARE GARDEN
TO ITT/CABLEVISION PARTNERSHIP
New York, New York, August 28, 1994 -- Viacom Inc. (AMEX:
VIA and VIAB) announced today that it has signed a
definitive agreement to sell the operations of its Madison
Square Garden unit to a partnership of ITT Corporation
(NYSE: ITT) and Cablevision Systems Corporation (AMEX:
CVC) for $1.075 billion. Madison Square Garden
principally includes the New York facility, the Garden's
resident professional sports teams -- the Knicks and the
Rangers -- and the MSG regional cable sports network.
Proceeds from the transaction will be used to repay debt.
Viacom originally announced its exploration of the sale of
the operations of Madison Square Garden on May 3, 1994.
The transaction is expected to be completed in the fall of
1994.
Sumner M. Redstone, Chairman of the Board of Viacom Inc.,
said, "The sale of Madison Square Garden is a significant
step in realizing our financial objectives and furthers
our strategic focus as a content-driven enterprise. We
are delighted to be selling Madison Square Garden to ITT
and Cablevision Systems. They understand the value of the
Garden, with its unique combination of assets, and are
committed to realizing its potential for growth."
Frank J. Biondi, Jr., President and Chief Executive
Officer of Viacom Inc., said, "Madison Square Garden is a
premium property and we are pleased we were able to
convert its inherent value into a tangible benefit for our
shareholders while taking a giant step forward in
strengthening our balance sheet."
The investment banking firm of Allen & Company
Incorporated served as advisor to Viacom Inc. on the sale
of Madison Square Garden.
-more-
Page 5 of 8 Pages
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-2-
Viacom Inc. is one of the world's largest entertainment
and publishing companies and a leading force in nearly
every segment of the international media marketplace. The
operations of Viacom include Paramount Pictures; Paramount
Television; MTV Networks; Showtime Networks Inc.; Simon &
Schuster; Viacom Interactive Media; five regional theme
parks; movie screens in 11 countries; cable systems
serving 1.1 million customers; 12 television stations; and
14 radio stations. Blockbuster Entertainment Corporation
is expected to merge into Viacom Inc. following a vote of
the shareholders of both companies on September 29, 1994.
National Amusements, Inc., a closely held corporation
which owns and operates nearly 850 movie screens in the
U.S. and the U.K., is the parent company of Viacom Inc.
ITT is a diversified, multinational company with 1993
sales of $22.8 billion. The company has operations in 61
countries around the world and 110,000 employees,
including over 3,000 in New York City.
Cablevision Systems Corporation owns and operates cable
television systems in 19 states serving 2.5 million
subscribers of which more than 1.4 million are located in
the New York City tri-state area and through its Rainbow
programming subsidiary owns interests in companies which
produce and distribute American Movie Classics, Bravo,
Romance Classics, eight regional SportsChannels in New
York, Philadelphia, New England, Florida, Ohio, Chicago,
San Francisco, Cincinnati, and Prism -- a sports and movie
service in the Philadelphia area, The Prime Network,
NewSport, News 12, MuchMusic and The Independent Film
Channel, as well as Rainbow Advertising Sales Company, CNI
and Rainbow Network Communications.
# # #
Contact: Viacom Inc.
Carl Folta Nancy Bushkin
212/258-6352 212/258-6362
Page 6 of 8 Pages
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EXHIBIT 99 (b)
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VIACOM AGREES TO SELL WTXF-TV IN PHILADELPHIA TO FOX
New York, New York, August 31, 1994 -- Viacom Inc. (AMEX:
VIA and VIAB) announced today that it has agreed to sell
the assets of television station WTXF in Philadelphia to
Fox Television Stations, Inc. for $200 million and other
consideration. The transaction is subject to regulatory
approvals. WTXF will continue to be operated as an
affiliate of the Fox Broadcasting Company and is the new
home of the Philadelphia Eagles.
WTXF-29 is part of Viacom's Paramount Television Group.
The group includes three NBC affiliates, WVIT-TV,
Hartford, CT; WNYT-TV, Albany, NY; and WHEC-TV, Rochester,
NY; two CBS affiliates, KMOV-TV, St. Louis, and KSLA-TV,
Shreveport, LA; and three Fox affiliates, WKBD-TV,
Detroit, MI; WLFL-TV, Raleigh/Durham, NC; and KRRT-TV, San
Antonio, TX. The group also includes three independent
stations, KTXA, Dallas, TX; KTXH, Houston, TX; and WDCA,
Washington, D.C.. Viacom recently reached agreements to
sell its Raleigh/Durham and San Antonio stations.
At Viacom's election, WTXF in Philadelphia may become a
secondary affiliate of the United/Paramount network for a
specified period. The United/Paramount network is
scheduled to launch in January 1995.
-more-
Page 7 of 8 Pages
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-2-
Viacom Inc. is one of the world's largest entertainment
and publishing companies and a leading force in nearly
every segment of the international media marketplace. The
operations of Viacom include Paramount Pictures; Paramount
Television; MTV Networks; Showtime Networks Inc.; Simon &
Schuster; Viacom Interactive Media; five regional theme
parks; movie screens in 11 countries; cable systems
serving 1.1 million customers; 12 television stations; and
14 radio stations. Blockbuster Entertainment Corporation
is expected to merge into Viacom Inc. following a vote of
the shareholders of both companies on September 29, 1994.
National Amusements, Inc., a closely held corporation
which owns and operates nearly 850 movie screens in the
U.S. and the U.K., is the parent company of Viacom Inc.
# # #
Contact: Viacom Inc. Paramount Television Group
Nancy Bushkin John Wentworth
212/258-6362 213/956-5394
Fox Inc.
Dennis Petrofskey
310/203-1755
Page 8 of 8 Pages
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