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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.)
1515 Broadway
New York, New York 10036
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(Address of principal (Zip Code)
executive offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction A(c)(1) simultaneously with the
please check the following box effectiveness of a concurrent
[X] registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box [ ]
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
- ------------------- -----------------------------------
6 3/4% Senior Notes due 2003 American Stock Exchange, Inc.
- ----------------------------- -----------------------------------
7 5/8% Senior Debentures due 2016 American Stock Exchange, Inc.
- ---------------------------------- -----------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
- ----------------------------------------------------------------------------
None
- ----------------------------------------------------------------------------
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
- ------- --------------------------------------------------------
A description of the 6.75% Senior Notes due 2003 (the "Senior Notes")
and the 7.625% Senior Debentures due 2016 of the Registrant (the "Senior
Debentures" and together with the Senior Notes the "Senior Securities") of
Viacom Inc. (the "Registrant") being registered hereunder is incorporated by
reference to the descriptions contained under the headings "Description of Debt
Securities" and "Description of Senior Debt Securities" contained in the
Registrant's Prospectus dated May 10, 1995, and under the heading "Description
of Senior Securities" contained in the Registrant's Prospectus Supplement dated
December 12, 1995 to such Prospectus. Such Prospectus, as supplemented by such
Prospectus Supplement, was filed via EDGAR with the Securities and Exchange
Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as
amended, on December 13, 1995. The aforementioned descriptions in the
Prospectus and Prospectus Supplement are hereby incorporated by reference herein
and made a part of this registration statement.
Item 2. Exhibits.
- ------- ---------
(1) Indenture dated as of May 15, 1995 among Viacom Inc., Viacom
International Inc., as guarantor, and State Street Bank and Trust
Company, as successor to The First National Bank of Boston,
trustee (incorporated by reference to Exhibit 1 to Viacom Inc.'s
Registration Statement on Form 8-A dated May 25, 1995 (Reg. No.
1-9553)).
(2) First Supplemental Indenture dated as of May 24, 1995 among
Viacom Inc., Viacom International Inc., as guarantor, and State
Street Bank and Trust Company, as successor to The First National
Bank of Boston, trustee (incorporated by reference to Exhibit 2
to Viacom Inc.'s Registration Statement on Form 8-A dated May 25,
1995 (Reg. No. 1-9553)).
(3) Form of Second Supplemental Indenture and Amendment No. 1 dated
as of December 15, 1995 among Viacom Inc., Viacom International
Inc., as guarantor, and State Street Bank and Trust Company,
trustee.
(4) Form of Senior Note.
(5) Form of Senior Debenture.
SIGNATURE
---------
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: December 14, 1995 VIACOM INC.
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(Registrant)
By: /s/ Michael D. Fricklas
----------------------------
Name: Michael D. Fricklas
Title: Senior Vice President,
Deputy General Counsel
EXHIBIT INDEX
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Exhibit
No. Exhibits.
- ------- ---------
(1) Indenture dated as of May 15, 1995 among Viacom Inc., Viacom
International Inc., as guarantor, and State Street Bank and Trust
Company, as successor to The First National Bank of Boston,
trustee (incorporated by reference to Exhibit 1 to Viacom Inc.'s
Registration Statement on Form 8-A dated May 25, 1995 (Reg. No.
1-9553)).
(2) First Supplemental Indenture dated as of May 24, 1995 among
Viacom Inc., Viacom International Inc., as guarantor, and State
Street Bank and Trust Company, as successor to The First National
Bank of Boston, trustee (incorporated by reference to Exhibit 2
to Viacom Inc.'s Registration Statement on Form 8-A dated May 25,
1995 (Reg. No. 1-9553)).
(3) Form of Second Supplemental Indenture and Amendment No. 1 dated
as of December 15, 1995 among Viacom Inc., Viacom International
Inc., as guarantor, and State Street Bank and Trust Company,
trustee.
(4) Form of Senior Note.
(5) Form of Senior Debenture.
EXHIBIT 3
VIACOM INC.,
VIACOM INTERNATIONAL INC.
AND
STATE STREET BANK AND TRUST COMPANY,
Trustee
_______________________________________________
FORM OF SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1
Dated as of December 15, 1995
Supplementing and Amending the Indenture
Dated as of May 15, 1995
as Supplemented by the First Supplemental Indenture
Dated as of May 24, 1995
_______________________________________________
Senior Debt Securities
SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1, dated as of
December 15, 1995, among VIACOM INC., a Delaware corporation (the "Company"),
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VIACOM INTERNATIONAL INC., a Delaware corporation (the "Guarantor"), and STATE
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STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as successor
to The First National Bank of Boston (the "Trustee"), as Trustee under the
-------
Indenture, dated as of May 15, 1995, as supplemented by the First Supplemental
Indenture, dated as of May 24, 1995, among the Company, the Guarantor and the
Trustee (as so supplemented and amended, the "Indenture").
---------
RECITALS OF THE COMPANY
WHEREAS, State Street Bank and Trust Company has succeeded The First
National Bank of Boston as Trustee pursuant to Section 610 of the Indenture;
WHEREAS, Section 901(8) of the Indenture permits supplements thereto
without the consent of Holders of Securities to cure any ambiguity or to make
any other provisions with respect to matters or questions arising under the
Indenture;
WHEREAS, the Company wishes to make certain changes to provisions of
the Indenture.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1
WITNESSETH:
SECTION 1. For purposes of this Second Supplemental Indenture and Amendment
No. 1, all terms used herein, unless otherwise defined, shall have the meaning
assigned to them in the Indenture.
SECTION 2. For the benefit of the Holders of all Securities, Section 101 of
the Indenture shall be amended by adding the following definition, such
definition to be deemed inserted in Section 101 so as to preserve the
alphabetical order of all definitions in such Section 101, as supplemented
hereby:
"7.75% Notes" means the 7.75% Senior Notes due June 1, 2005 of the
Company, issued pursuant to this Indenture.
SECTION 3. For the benefit of the Holders of all Securities, unless
otherwise specified as contemplated by Section 301 of the Indenture, the
definition of "Sale and Leaseback Transaction" in Section 101 of the Indenture
shall be amended by adding the phrase ", with respect to a particular series of
Securities (provided however, that the phrase `, with respect to a particular
series of Securities' shall not be included in the text of this definition as it
applies to the 7.75% Notes)," immediately after the word "not" in such
definition, and by adding the phrase "(in the case of the 7.75% Notes) and the
date of issuance of such series of Securities (in the case of Securities other
than the 7.75% Notes)" immediately after the word "hereof" in such definition.
2
SECTION 4. For the benefit of the Holders of all Securities, Section 307
shall be amended by deleting the first paragraph thereof and replacing such
paragraph in its entirety with the following:
(a) Unless otherwise provided as contemplated by Section
301 with respect to any series of Securities, interest on any
Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid, in
immediately available funds, to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section
1002; provided however, that each installment of interest on any
Registered Security may at the Company's option be paid in immediately
available funds by transfer to an account maintained by the payee
located in the United States.
SECTION 5. For the benefit of the Holders of all Securities, unless
otherwise specified as contemplated by Section 301 of the Indenture, the last
sentence of Section 801 of the Indenture shall be amended by adding the phase
"or the Guarantor's, as the case may be," immediately after the first use of the
word "Company's" in such sentence and by adding the phrase "which, in the case
of the Company, shall be" immediately after the word "revenues" in the same
sentence.
SECTION 6. For the benefit of the Holders of all Securities, unless
otherwise specified as contemplated by Section 301 of the Indenture, the second
sentence of Section 1010 of the Indenture shall be amended by adding the phrase
", with respect to a particular series of Securities (provided however, that the
phrase `, with respect to a particular series of Securities' shall not be
included in the text of this Section 1010 as it applies to the 7.75% Notes),"
immediately after the word "not" in such sentence, and by adding the phrase "(in
the case of the 7.75% Notes) and the date of issuance of such series of
Securities (in the case of Securities other than the 7.75% Notes)" immediately
after the word "hereof" in the same sentence.
SECTION 7. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS SECOND
SUPPLEMENTAL INDENTURE AND AMENDMENT NO. 1.
SECTION 8. This Second Supplemental Indenture and Amendment No. 1 may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but such counterparts shall together constitute but
one and the same instrument.
3
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture and Amendment No. 1 to be duly executed and attested, all as of the
day and year first written above.
ATTEST: VIACOM INC.
By: ____________________ By: ________________________
Name: Name:
Title: Title:
ATTEST:
VIACOM INTERNATIONAL INC.
By: ______________________ By: __________________________
Name: Name:
Title: Title:
ATTEST:
STATE STREET BANK AND TRUST COMPANY
By: ______________________ By: _____________________
Name: Name:
Title: Title:
[FORM OF SENIOR NOTE] EXHIBIT 4
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Company
(as defined below) or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this certificate may not be transferred except as a
whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depository or a
nominee of such successor Depository.
VIACOM INC.
6.75% Senior Notes due 2003
Unconditionally guaranteed as to payment of
principal of and interest by
VIACOM INTERNATIONAL INC.
(a wholly owned subsidiary of Viacom Inc.)
No. $______________
CUSIP: 925524AE0
Viacom Inc., a Delaware corporation (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to _________, or
registered assigns, the principal sum of ___________________ on January 15,
2003, at the office or agency of the Company referred to below, and to pay
interest thereon on July 15, 1996 and semi-annually thereafter, on January 15
and July 15 in each year, from December 15, 1995, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, at
the rate of 6.75% per annum, until the principal hereof is paid or duly provided
for, and (to the extent lawful) to pay on demand interest on any overdue
interest at the rate borne by the Securities from the date on which such overdue
interest becomes payable to the date payment of such interest has been made or
duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid, in immediately available funds, to the Person in whose name this
Security (or one or
2
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the July 1 or January 1,
as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and such defaulted interest,
and (to the extent lawful) interest on such defaulted interest at the rate borne
by the Securities, may be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be made at the
Corporate Trust Office of the Trustee or such other office or agency of the
Company as may be designated for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided however, that each installment of interest
and principal on this Security may at the Company's option be paid in
immediately available funds by transfer to an account maintained by the payee
located in the United States.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), unlimited in aggregate principal
amount, issued and to be issued in one or more series under an indenture dated
as of May 15, 1995 among the Company, Viacom International Inc., as guarantor
(the "Guarantor") and State Street Bank and Trust Company, as successor to The
First National Bank of Boston, trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), as supplemented by the
First Supplemental Indenture dated as of May 24, 1995 among the Company, the
Guarantor and the Trustee, as further supplemented and amended by the Second
Supplemental Indenture and Amendment No. 1 dated as of December 15, 1995 among
the Company, the Guarantor and the Trustee (as so supplemented and amended, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of a series designated as 6.75% Senior Notes due 2003, limited in aggregate
principal amount to $350,000,000. This Security is a global Security
representing $___________ of the Securities.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
3
The Securities of this series are not subject to any sinking fund and
are not subject to redemption prior to maturity.
The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of not less than
specified percentages in aggregate principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place, and rate, and in the coin or currency, herein
prescribed.
4
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained for such purpose in
Boston, Massachusetts or at such other office or agency as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, the Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to the time of due presentment of this Security for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all purposes, whether or
not this Security be overdue, and none of the Company, the Guarantor, the
Trustee or any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.
If at any time, (i) the Depository is at any time unwilling or unable
to continue as Depository and a successor Depository is not appointed by the
Company within 90 days, or (ii) the Company determines that the Securities shall
no longer be represented by a global Security or Securities, then the Company
will execute and the Trustee will authenticate and deliver Securities in
definitive registered form, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of this Security in exchange for
this Security. Such Securities in definitive registered form shall be
registered in such names and issued in such authorized denominations as the
Depository, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such
Securities to the Persons in whose names such Securities are so registered.
Unless the certificate of authentication hereon has been duly executed
by or on behalf of State Street Bank and Trust Company, the Trustee under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Security shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.
This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.
5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: December , 1995 VIACOM INC.,
as Issuer
By
---------------------------------
Attest:
- ------------------------------
Authorized Signature
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of a series referred to in the
within-mentioned Indenture.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By
----------------------------------
Authorized Signatory
Dated: December , 1995
7
GUARANTEE OF VIACOM INTERNATIONAL INC.
FOR VALUE RECEIVED, VIACOM INTERNATIONAL INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor corporation under the
Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby fully and unconditionally guarantees to the holder of the Security upon
which this Guarantee is endorsed the due and punctual payment of the principal
of and interest (including, in case of default, interest on principal and, to
the extent permitted by applicable law, on overdue interest), if any, on this
Security, when and as the same shall become due and payable, whether at Stated
Maturity, upon redemption, upon declaration of acceleration or otherwise,
according to the terms thereof and of the Indenture referred to therein. In
case of the failure of Viacom Inc. or any successor thereto (herein called the
"Company") punctually to pay any such principal or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at Stated Maturity, upon redemption,
upon declaration of acceleration or otherwise, as if such payment were made by
the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as
if it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of the identity of the Company, the validity,
regularity or enforceability of this Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of this
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Guarantee
will not be discharged except by complete performance of the obligations
contained in this Security and in this Guarantee.
The Guarantor shall be subrogated to all rights of the Holder of this
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee or the Indenture referred to in
this Security; provided however, that the Guarantor shall not be entitled to
enforce or to receive any payment arising out of, or based upon, such right of
subrogation until the principal of and interest on all Securities of the series
of which the Security upon which this Guarantee is endorsed constitutes a part
shall have been indefeasibly paid in full.
The Indenture provides that in the event that this Guarantee would
constitute or result in a fraudulent transfer or conveyance for purposes of, or
result in a violation of, any United States federal, or applicable United States
state, fraudulent transfer or conveyance or similar law, then the liability of
the Guarantor hereunder shall be reduced to the extent necessary to eliminate
such fraudulent transfer or conveyance or violation under the applicable
fraudulent transfer or conveyance or similar law.
8
If the Trustee or the Holder of the Security upon which this Guarantee
is endorsed is required by any court or otherwise to return to the Company or
the Guarantor, or any custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official acting in relation to the Company or the
Guarantor, any amount paid to the Trustee or such Holder in respect of the
Security upon which this Guarantee is endorsed, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. The
Guarantor further agrees, to the fullest extent that it may lawfully do so,
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Five of the Indenture for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition
extant under any applicable bankruptcy law preventing such acceleration in
respect of the obligations guaranteed hereby.
This Guarantee shall be governed by, and construed in accordance with,
the laws of the State of New York.
Subject to the next following paragraph, the Guarantor hereby
certifies and warrants that all acts, conditions and things required to be done
and performed and to have happened precedent to the creation and issuance of
this Guarantee and to constitute the same valid obligation of the Guarantor have
been done and performed and have happened in due compliance with all applicable
laws.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on the Security upon which this
Guarantee is endorsed has been signed by the Trustee under the Indenture
referred to in this Security.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
signed by its Chairman of the Board, or its Vice Chairman of the Board, or its
President, or one of its Executive Vice Presidents or Vice Presidents, or by its
Treasurer or one of its Assistant Treasurers and attested by its Secretary or
one of its Assistant Secretaries, manually or in facsimile.
Dated: December , 1995 VIACOM INTERNATIONAL INC.
By:
-------------------------------------
ATTEST:
------------------
[FORM OF SENIOR DEBENTURE] EXHIBIT 5
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Company
(as defined below) or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this certificate may not be transferred except as a
whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depository or a
nominee of such successor Depository.
VIACOM INC.
7.625% Senior Debentures due 2016
Unconditionally guaranteed as to payment of
principal of and interest by
VIACOM INTERNATIONAL INC.
(a wholly owned subsidiary of Viacom Inc.)
No. $___________
CUSIP: 925524AF7
Viacom Inc., a Delaware corporation (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to _________, or
registered assigns, the principal sum of ___________________ on January 15, 2016
at the office or agency of the Company referred to below, and to pay interest
thereon on July 15, 1996 and semi-annually thereafter, on January 15 and July 15
in each year, from December 15, 1995, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, at the rate of 7.625%
per annum, until the principal hereof is paid or duly provided for, and (to the
extent lawful) to pay on demand interest on any overdue interest at the rate
borne by the Securities from the date on which such overdue interest becomes
payable to the date payment of such interest has been made or duly provided for.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid, in
immediately available funds, to the Person in whose name this Security (or one
2
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the July 1 or January 1,
as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and such defaulted interest,
and (to the extent lawful) interest on such defaulted interest at the rate borne
by the Securities, may be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Security will be made at the
Corporate Trust Office of the Trustee or such other office or agency of the
Company as may be designated for such purpose, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; provided however, that each installment of interest
and principal on this Security may at the Company's option be paid in
immediately available funds by transfer to an account maintained by the payee
located in the United States.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), unlimited in aggregate principal
amount, issued and to be issued in one or more series under an indenture dated
as of May 15, 1995 among the Company, Viacom International Inc., as guarantor
(the "Guarantor") and State Street Bank and Trust Company, as successor to The
First National Bank of Boston, trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), as supplemented by the
First Supplemental Indenture dated as of May 24, 1995 among the Company, the
Guarantor and the Trustee, as further supplemented and amended by the Second
Supplemental Indenture and Amendment No. 1 dated as of December 15, 1995 among
the Company, the Guarantor and the Trustee (as so supplemented and amended, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of a series designated as 7.625% Senior Notes due 2016, limited in aggregate
principal amount to $200,000,000. This Security is a global Security
representing $___________ of the Securities.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
3
The Securities of this series are not subject to any sinking fund and
are not subject to redemption prior to maturity.
The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of not less than
specified percentages in aggregate principal amount of the Outstanding
Securities of each series, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place, and rate, and in the coin or currency, herein
prescribed.
4
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable on the Security
Register of the Company, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained for such purpose in
Boston, Massachusetts or at such other office or agency as the Company may
designate, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, the Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to the time of due presentment of this Security for registration
of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all purposes, whether or
not this Security be overdue, and none of the Company, the Guarantor, the
Trustee or any agent of the Company, the Guarantor or the Trustee shall be
affected by notice to the contrary.
If at any time, (i) the Depository is at any time unwilling or unable
to continue as Depository and a successor Depository is not appointed by the
Company within 90 days, or (ii) the Company determines that the Securities shall
no longer be represented by a global Security or Securities, then the Company
will execute and the Trustee will authenticate and deliver Securities in
definitive registered form, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of this Security in exchange for
this Security. Such Securities in definitive registered form shall be
registered in such names and issued in such authorized denominations as the
Depository, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such
Securities to the Persons in whose names such Securities are so registered.
Unless the certificate of authentication hereon has been duly executed
by or on behalf of State Street Bank and Trust Company, the Trustee under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Security shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.
This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.
5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: December , 1995 VIACOM INC.,
as Issuer
By
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Attest:
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Authorized Signature
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of a series referred to in the
within-mentioned Indenture.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By
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Authorized Signatory
Dated: December , 1995
7
GUARANTEE OF VIACOM INTERNATIONAL INC.
FOR VALUE RECEIVED, VIACOM INTERNATIONAL INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Guarantor", which term includes any successor corporation under the
Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby fully and unconditionally guarantees to the holder of the Security upon
which this Guarantee is endorsed the due and punctual payment of the principal
of and interest (including, in case of default, interest on principal and, to
the extent permitted by applicable law, on overdue interest), if any, on this
Security, when and as the same shall become due and payable, whether at Stated
Maturity, upon redemption, upon declaration of acceleration or otherwise,
according to the terms thereof and of the Indenture referred to therein. In
case of the failure of Viacom Inc. or any successor thereto (herein called the
"Company") punctually to pay any such principal or interest, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at Stated Maturity, upon redemption,
upon declaration of acceleration or otherwise, as if such payment were made by
the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as
if it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of the identity of the Company, the validity,
regularity or enforceability of this Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of this
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Guarantee
will not be discharged except by complete performance of the obligations
contained in this Security and in this Guarantee.
The Guarantor shall be subrogated to all rights of the Holder of this
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee or the Indenture referred to in
this Security; provided however, that the Guarantor shall not be entitled to
enforce or to receive any payment arising out of, or based upon, such right of
subrogation until the principal of and interest on all Securities of the series
of which the Security upon which this Guarantee is endorsed constitutes a part
shall have been indefeasibly paid in full.
The Indenture provides that in the event that this Guarantee would
constitute or result in a fraudulent transfer or conveyance for purposes of, or
result in a violation of, any United States federal, or applicable United States
state, fraudulent transfer or conveyance or similar law, then the liability of
the Guarantor hereunder shall be reduced to the extent necessary to eliminate
such fraudulent transfer or conveyance or violation under the applicable
fraudulent transfer or conveyance or similar law.
8
If the Trustee or the Holder of the Security upon which this Guarantee
is endorsed is required by any court or otherwise to return to the Company or
the Guarantor, or any custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official acting in relation to the Company or the
Guarantor, any amount paid to the Trustee or such Holder in respect of the
Security upon which this Guarantee is endorsed, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. The
Guarantor further agrees, to the fullest extent that it may lawfully do so,
that, as between the Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Five of the Indenture for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition
extant under any applicable bankruptcy law preventing such acceleration in
respect of the obligations guaranteed hereby.
This Guarantee shall be governed by, and construed in accordance with,
the laws of the State of New York.
Subject to the next following paragraph, the Guarantor hereby
certifies and warrants that all acts, conditions and things required to be done
and performed and to have happened precedent to the creation and issuance of
this Guarantee and to constitute the same valid obligation of the Guarantor have
been done and performed and have happened in due compliance with all applicable
laws.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on the Security upon which this
Guarantee is endorsed has been signed by the Trustee under the Indenture
referred to in this Security.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
signed by its Chairman of the Board, or its Vice Chairman of the Board, or its
President, or one of its Executive Vice Presidents or Vice Presidents, or by its
Treasurer or one of its Assistant Treasurers and attested by its Secretary or
one of its Assistant Secretaries, manually or in facsimile.
Dated: December , 1995 VIACOM INTERNATIONAL INC.
By:
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ATTEST:
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