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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): SEPTEMBER 29, 1994
SPELLING ENTERTAINMENT GROUP INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
FLORIDA 1-6739 59-0862100
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NO.) IDENTIFICATION NO.)
5700 WILSHIRE BOULEVARD, LOS ANGELES, CA 90036
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (213) 965-5700
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1: CHANGE IN CONTROL OF REGISTRANT.
On September 29, 1994, Blockbuster Entertainment Corporation,
a Delaware corporation ("Blockbuster"), was merged (the "Merger") with and into
Viacom Inc., a Delaware corporation ("Viacom"), pursuant to the Agreement and
Plan of Merger dated as of January 7, 1994, as amended as of June 15, 1994 (the
"Merger Agreement"). Immediately prior to consummation of the Merger,
Blockbuster owned approximately 79% of the outstanding shares of common stock
of Spelling Entertainment Group Inc., a Florida corporation (the "Registrant").
As a result of the Merger, as of September 29, 1994, Viacom owned approximately
79% of the outstanding shares of common stock of the Registrant. The Merger
Agreement is attached as Exhibit 2.1 to the Registration Statement on Form S-4
(No. 33-55271) filed by Viacom with the Securities and Exchange Commission on
August 29, 1994 and is incorporated by reference herein. The Merger Agreement
was approved by each of Blockbuster's and Viacom's stockholders at Special
Meetings held on September 29, 1994. Pursuant to the Merger Agreement, each
share of common stock of Blockbuster (other than shares held by Viacom,
Blockbuster and, if appraisal rights are available under the Delaware General
Corporation Law, those holders who have demanded and perfected appraisal
rights) has been cancelled and converted into the right to receive (i) 0.08 of
a share of Class A Common Stock, par value $.01 per share, of Viacom, (ii)
0.60615 of a share of Class B Common Stock, par value $.01 per share, of Viacom
("Viacom Class B Common Stock") and (iii) up to an additional 0.13829 of a
share of Viacom Class B Common Stock, with such number of shares depending on
market prices of Viacom Class B Common Stock during the year following the
effective time of the Merger, evidenced by one variable common right of Viacom.
A copy of the joint press release of Viacom and Blockbuster
dated September 29, 1994 announcing consummation of the Merger is filed as
Exhibit 99.1 hereto and is incorporated by reference herein.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
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(c) Exhibits.
Exhibit
Number Description
99.1 Joint press release of Viacom Inc. and
Blockbuster Entertainment Corporation, dated
September 29, 1994.
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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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Name: Thomas P. Carson
Title: Senior Vice President,
Treasurer and Chief
Financial Officer
Date: September 29, 1994
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EXHIBIT INDEX
SPELLING ENTERTAINMENT GROUP INC.
CURRENT REPORT ON FORM 8-K
99.1 Joint press release of Viacom Inc. and
Blockbuster Entertainment Corporation, dated
September 29, 1994.
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EXHIBIT 99.1
News from VIACOM
VIACOM COMPLETES MERGER WITH BLOCKBUSTER
--Combined Company Has Capitalization of $26 Billion--
New York, New York, September 29, 1994 -- Viacom Inc. (AMEX: VIA
and VIAB) and Blockbuster Entertainment Corporation (NYSE: BV)
have completed their merger, it was announced today by Sumner M.
Redstone, Chairman of the Board, and Frank J. Biondi, Jr.,
President and Chief Executive Officer, of Viacom.
As previously announced, H. Wayne Huizenga, former Chairman of
the Board and Chief Executive Officer of Blockbuster, has been
named Vice Chairman of Viacom, as well as Chairman of a newly
formed unit of the Company, the Blockbuster Entertainment Group.
Steven R. Berrard, formerly Vice Chairman, President and Chief
Operating Officer of Blockbuster, will serve as President and
Chief Executive Officer of the Blockbuster Entertainment Group.
The merger was approved by holders of Viacom Class A Common Stock
and stockholders of Blockbuster at Viacom's Special Meeting of
Stockholders held today in New York City and Blockbuster's
Special Meeting of Stockholders held today in Fort Lauderdale,
Florida. A total of 50,726,022 shares, or 95%, of the
outstanding Viacom Class A shares, approved the merger. A total
of 147,122,912 shares, or 57.7%, of the outstanding Blockbuster
shares, approved the merger.
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In making the announcement, Mr. Redstone said, "With the
completion of Viacom's merger with Blockbuster, we have created a
single, incomparable, global media colossus. The new Viacom not
only controls many of the world's most valuable and recognizable
entertainment and publishing brands, but also has the
distribution, size and scope to drive these brands into every
region of the world. With pro forma combined capitalization of
$26 billion at June 30, 1994, Viacom is positioned to become the
fastest growing media company in the world."
Mr. Biondi said, "We are moving aggressively to consolidate
Viacom and Blockbuster, implement new cross-divisional projects
at our existing operations, and capitalize on new opportunities -
- - just as we did immediately following our acquisition of
Paramount. In addition, one of our highest priorities will be to
continue with our financial restructuring program to reduce the
cost of our debt and enhance our financial flexibility, thereby
enabling us to reinvest in the continued expansion of our core
business."
Mr. Huizenga said, "The completion of this merger creates an
array of new opportunities for Blockbuster's businesses. Our
operations -- and the talented people behind them -- are now part
of one of the world's largest and most successful entertainment
companies. As members of the Viacom family, they will now have
the chance to expand in new directions and strengthen the
Blockbuster brand in the growing global entertainment
marketplace."
Mr. Berrard said, "Viacom and Blockbuster share remarkably
similar histories -- both are companies with entrepreneurial
spirit, creative management teams, a
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commitment to excellence and exceptional financial track records.
Today marks the beginning of an exciting new era, one which we firmly believe
will yield even greater achievements."
As a result of the merger, each share of Blockbuster stock has
been converted into the right to receive 0.08 of a share of
Viacom Class A Common Stock, 0.60615 of a share of Viacom Class B
Common Stock, and one variable common right (VCR). Each VCR will
represent the right to receive up to an additional 0.13829 of a
share of Viacom Class B Common Stock, depending upon market prices of
Viacom Class B Common Stock during the period until September 29,
1995.
Viacom Inc. is one of the world's largest entertainment and
publishing companies and a leading force in nearly ever segment
of the international media marketplace. The operations of Viacom
include Blockbuster Music; Blockbuster Video; MTV Networks;
Paramount Parks; Paramount Pictures; Paramount Television;
Showtime Networks Inc.; Simon & Schuster; Viacom Interactive
Media; cable systems serving 1.1 million customers; movie screens
in 11 countries; 14 radio stations; 12 television stations; and
majority interests in Spelling Entertainment Group and Discovery
Zone. National Amusements, Inc., a closely held corporation
which owns and operates more than 850 movie screens in the U.S.
and the U.K., is the parent company of Viacom Inc.
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Contact: Carl Folta Hilary Condit
212/258-6352 212/258-6346
