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) November 11, 1994
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SPELLING ENTERTAINMENT GROUP INC.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
1-6739 59-0862100
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(Commission (IRS Employer
File Number) Identification No.)
5700 Wilshire Boulevard
Los Angeles, California 90036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213) 965-5700
N.A.
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(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On November 11, 1994, Spelling Entertainment Group Inc. (the "Registrant")
engaged the accounting firm of Price Waterhouse LLP as independent accountants
for the Registrant for the fiscal year ending December 31, 1994. This engagement
was authorized by the Registrant's Board of Directors on November 11, 1994, upon
the recommendation of the Board's Audit Committee. The Registrant selected Price
Waterhouse LLP in order to enable the Registrant to better coordinate financial
reporting matters with its majority stockholder, Viacom Inc. ("Viacom"). As a
majority stockholder, Viacom is required to consolidate the financial statements
of the Registrant with its own. Price Waterhouse LLP serves as independent
accountants to Viacom.
On November 11, 1994, the Registrant informed its previous independent
accountants, Arthur Andersen LLP, of its selection of Price Waterhouse LLP as
its independent accountants. The reports of Arthur Andersen LLP on the financial
statements for the past fiscal year of the Registrant did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. Moreover, during the most
recent fiscal year and the subsequent period prior to the selection of Price
Waterhouse LLP (the "Accounting Period"), there were no disagreements with
Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure ("Accounting
Matters").
During the Accounting Period, there were no "reportable events" as that
term is described in Item 304(a)(1)(v) of Regulation S-K. During the Accounting
Period, Arthur Andersen LLP never advised the Registrant: (i) that the internal
controls necessary for the Registrant to develop reliable financial statements
did not exist; (ii) that information had come to Arthur Andersen LLP's attention
that had led it to no longer be able to rely on management's representations, or
that had made it unwilling to be associated with the financial statements
prepared by management; (iii) of the need to expand significantly the scope of
its audit, or that information had come to Arthur Andersen LLP's attention
during the Accounting Period, that if further investigated might have (a)
materially impacted the fairness or reliability of either: a previously issued
audit report or the underlying financial statements, or the financial statements
issued or to be issued covering the fiscal periods subsequent to the date of the
most recent financial statements covered by an audit report, or (b) caused it to
be unwilling to rely on management's representations or to be associated with
the Registrant's financial statements; (iv) that information had come to Arthur
Andersen LLP's attention that it had concluded materially impacted the fairness
or reliability of either (a) a previously issued audit report or the underlying
financial statements, or (b) the financial statements issued or to be issued
covering the fiscal periods subsequent to the date of the most recent financial
statements covered by the audit report.
During the Accounting Period, neither the Registrant nor anyone acting on
its behalf has consulted Price Waterhouse LLP regarding either: (i) the
application of accounting principles to any transaction or the type of audit
opinion that might be rendered on the Registrant's financial statements; or (ii)
any matter that was either the subject of a disagreement on an Accounting Matter
or an event specified in clauses (i) through (iv) of the preceding paragraph.
<PAGE>
Item 5. Other Events.
On November 11, 1994, the Registrant elected to its Board of Directors
Sumner M. Redstone, Frank J. Biondi, Jr., Philippe P. Dauman and J. Brian
McGrath. In addition, Messrs. John T. Lawrence III and Alfred W. Martinelli left
the Registrant's Board of Directors on November 11, 1994 in order to pursue
other business endeavors. There are currently eight directors serving on the
Company's Board of Directors.
In a separate action, the Registrant's Board of Directors elected to
discontinue its policy of paying quarterly dividends in order to reinvest
available capital in the businesses of the Registrant.
A copy of the press release, dated November 14, 1994, relating to the
election of Messrs. Redstone, Biondi, Dauman and McGrath to the Registrant's
Board of Directors and the revision of the Registrant's dividend policy is
attached hereto as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.
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SIGNATURES
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.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Thomas P. Carson
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Thomas P. Carson
Executive Vice President, Treasurer
and Chief Financial Officer
Date: November 14, 1994
<PAGE>
SPELLING ENTERTAINMENT GROUP INC.
EXHIBIT INDEX
Number and
Description of Exhibit
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1. None
2. None
4. None
16. Letter from Arthur Andersen LLP
17. None
20. None
23. None
24. None
27. None
99. Press Release, dated November 14, 1994.
Exhibit 16
Letter from Arthur Andersen LLP
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To the Securities and Exchange Commission:
We have read the contents of Item 4 changes in Registrant's Certifying
Accountant on the Spelling Entertainment Group Inc. filing on Form 8-K dated
November 11, 1994, and agree with the matters discussed to the extent they are
related to us and to the auditing procedures performed by us.
ARTHUR ANDERSEN LLP
Los Angeles, California
November 11, 1994
Exhibit 99
Press Release, dated November 14, 1994
<PAGE>
FOR IMMEDIATE RELEASE
Contact: Thomas P. Carson
(213) 965-5820
SPELLING ELECTS NEW BOARD MEMBERS; REVISES DIVIDEND POLICY
LOS ANGELES, CA, November 14, 1994 - Spelling Entertainment Group Inc.
(NYSE:SP) announced today the election to its Board of Directors of Sumner M.
Redstone, Frank J. Biondi, Jr., Philippe P. Dauman and J. Brian McGrath.
Mr. Redstone is Chairman of the Board of Viacom Inc., one of the world's
largest entertainment and publishing companies. Mr. Biondi is President and
Chief Executive Officer, and Mr. Dauman is Executive Vice President, General
Counsel and Chief Administrative Officer of Viacom. Mr. McGrath is Commissioner
of the Thoroughbred Racing Associations. He has previously served in a number of
executive positions in the entertainment industry, including President and Chief
Executive Officer of ISL Marketing AG, a premier sports marketing company,
various positions with Viacom, Executive Vice President of Columbia Pictures
International and Coca-Cola Television and President and Chief Executive Officer
of the Entertainment Business Sector International of The Coca-Cola Company.
Steven R. Berrard, President and Chief Executive Officer of the Company,
commented, "The election of Messrs. Redstone, Biondi and Dauman reflects our new
relationship with Viacom. The addition of all four new directors brings to the
Spelling Board talented individuals with an impressive breadth of experience in
the entertainment industry. We are very pleased to be adding their considerable
talents and expertise to our Board of Directors."
In a separate action, Spelling's Board of Directors elected to discontinue
its policy of paying quarterly dividends. Mr. Berrard stated "Viacom, like
Blockbuster, has expressed tremendous enthusiasm for Spelling's growth
prospects. Given the Company's expansion plans, the Board determined that it was
in the best interest of all the Company's shareholders to reinvest available
capital in the businesses of the Company."
Spelling's operations encompass a broad range of businesses in the
entertainment industry, including the worldwide distribution and production of
television series, mini-series, movies for television, feature films and
interactive entertainment. The Company holds a library in excess of 20,000 hours
of programming. Viacom Inc. (AMEX: VIA, VIA.B) owns approximately 78% of the
Company's outstanding common stock.
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