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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) August 23, 1994
SPELLING ENTERTAINMENT GROUP INC.
(Exact name of registrant as specified in its charter)
Florida
(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.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On August 23, 1994, Blockbuster Entertainment Corporation
("Blockbuster") announced that its Board of Directors had unanimously
reaffirmed its approval of the proposed merger with Viacom Inc. ("Viacom") and
set September 29, 1994 as the date for the special meeting at which
Blockbuster's shareholders will consider and vote on the merger. Blockbuster's
Board of Directors fixed August 31, 1994 as the record date for the special
meeting. Upon the closing of the merger, which closing is subject to customary
conditions, including approval of the merger by Blockbuster's shareholders,
Viacom would own a majority of Spelling Entertainment Group Inc.'s common
stock. A copy of the press release relating to the foregoing is included as
Exhibit 99 hereto and is incorporated herein by reference.
Blockbuster's Board of Directors' action comes as a result of the
significant improvement in Viacom's stock prices in recent months, Viacom's
completion of its acquisition of Paramount Communications Inc., its strong
second quarter results and the divestitures it is considering, as well as
Blockbuster's Board of Directors' continuing belief in the strategic benefits
of the proposed combination and the long-term prospects of the combined entity.
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
Senior Vice President, Treasurer
and Chief Financial Officer
Date: August 25, 1994
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SPELLING ENTERTAINMENT GROUP INC.
EXHIBIT INDEX
Number and Sequential
Description of Exhibit Page Number
- - ---------------------- -----------
1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99. Press Release, dated August 23, 1994.
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EXHIBIT 99
PRESS RELEASE, DATED AUGUST 23, 1994
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BLOCKBUSTER ENTERTAINMENT NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Gregory K. Fairbanks
(305) 832-3000
BLOCKBUSTER BOARD REAFFIRMS APPROVAL
OF VIACOM MERGER; SETS SEPTEMBER 29
SHAREHOLDER MEETING DATE
NEW YORK, NY, August 23, 1994 - Blockbuster Entertainment Corporation
(NYSE: BV) announced today that its Board of Directors has unanimously
reaffirmed its approval of Blockbuster's proposed merger with Viacom Inc. (ASE:
VIA) and has set September 29, 1994 as the date for the special meeting at
which Blockbuster's shareholders will consider and vote on the merger. The
Board also fixed August 31 as the record date for the meeting.
The Blockbuster Board's action comes as a result of the significant
improvement in Viacom's stock prices in recent months, Viacom's completion of
its acquisition of Paramount Communications Inc., its strong second quarter
results and the divestitures it is considering, as well as the Blockbuster
Board's continuing belief in the strategic benefits of the proposed combination
and the long-term prospects of the combined entity.
Commenting on today's Board action, H. Wayne Huizenga, Blockbuster's
Chairman and Chief Executive Officer, said: "It's been a long and sometimes
bumpy road, but we still believe today that the combination of Blockbuster with
Viacom and Paramount represents an excellent strategic opportunity that will
create a fully-integrated, global entertainment and communications company with
extraordinary resources and opportunities for future growth for both our
shareholders and employees."
Mr. Huizenga continued: "At times since we first announced this deal, as
we watched the prices for Viacom stock decline, we were concerned that the
market did not
-more-
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fully understand and appreciate the strategic benefits that will result from
the combination of these three outstanding companies."
He added: "We are pleased with the recent improvement in Viacom's stock
prices. We believe that the combination with Viacom will result in significant
value for our shareholders. In the eight years since we opened our first
Blockbuster store, our market value has increased from approximately $7 million
to approximately $8.5 billion. At the same time, a share of Blockbuster common
stock appreciated by more than 14,000 percent. In just the 12 months prior to
signing our agreement with Viacom, our market value increased by more than $4
billion, or over 110 percent. We are confident that this value will continue
to be enhanced as a result of our combination with Viacom."
As previously announced, in the merger, Blockbuster shareholders will be
entitled to receive for each of their shares: (i) 0.08 of a share of Viacom
Class A Common Stock; (ii) 0.60615 of a share of Viacom Class B Common Stock;
and (iii) a variable common right representing the right to receive up to an
additional 0.13829 of a share of Viacom Class B Common Stock depending on
market prices to the Class B stock during the year following the merger.
Blockbuster and Viacom expect that a joint proxy statement/prospectus
relating to the merger will be mailed to stockholders of both companies within
the next several days.
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