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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): June 21, 1999
SPELLING ENTERTAINMENT GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6739 59-0862100
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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: (323) 965-5700
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Item 5. Other Events.
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On June 21, 1999, Viacom Inc., a Delaware corporation ("Viacom"),
announced that it had completed its tender offer for all outstanding shares of
common stock of Spelling Entertainment Group Inc. ("Spelling") that it did not
already own for $9.75 per share in cash.
The tender offer was made under the terms of a merger agreement
between Spelling and Viacom.
Under the terms of the merger agreement, Viacom acquired all of the
remaining shares of Spelling, not purchased in the offer, through a merger which
was completed June 23, 1999. As a result of the merger, Viacom owns 100% of
Spelling and Spelling's shares have been delisted from the New York and Pacific
Stock Exchanges. In the merger, all remaining shares of Spelling not purchased
in the offer (other than those held by Viacom) were converted into the right to
receive $9.75 per share in cash, subject to dissenter's rights.
A copy of the press release issued by Viacom dated June 21, 1999,
describing the completion of the tender offer, is attached hereto as Exhibit
99.1.
A copy of the press release issued by Viacom dated June 24, 1999,
announcing the completion of the merger, is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibits are filed as part of this report on Form
8-K:
99.1 Press Release issued by Viacom dated June 21, 1999.
99.2 Press Release issued by Viacom dated June 24, 1999.
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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.
SPELLING ENTERTAINMENT GROUP INC.
Date: June 30, 1999 By: /s/ Ross G. Landsbaum
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Name: Ross G. Landsbaum
Title: Senior Vice President,
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release issued by Viacom dated June 21, 1999.
99.2 Press Release issued by Viacom dated June 24, 1999.
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Exhibit 99.1
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VIACOM COMPLETES TENDER OFFER FOR SPELLING
New York, NY, June 21, 1999 -- Viacom Inc. (NYSE: VIA, VIA.B) announced today
that it has completed its tender offer for all outstanding shares of common
stock of Spelling Entertainment Group Inc. (NYSE: SP, PSE: SP) that it does not
already own for $9.75 per share in cash. The tender offer expired as scheduled
at 12:00 midnight, New York City time, on Friday, June 18, 1999. Based on a
preliminary count, 15,492,326 shares of Spelling common stock were tendered (of
which 423,520 shares were tendered pursuant to notices of guaranteed delivery).
The tendered shares along with the shares of common stock already owned by
Viacom represent approximately 97.2% of all of the issued and outstanding shares
of Spelling. All shares validly tendered and not withdrawn prior to the
expiration of the tender offer were accepted for payment.
The tender offer was made under the terms of a merger agreement between Spelling
and Viacom. Also under that merger agreement, Viacom will acquire all of the
remaining shares of Spelling it does not own in a merger to take place later
this week. In the merger, all remaining shares of Spelling not purchased in the
offer (other than those held by Viacom) will be converted into the right to
receive $9.75 per share in cash, subject to dissenter's rights.
Spelling Entertainment Group Inc. is a leading producer and distributor of
television and film entertainment and comprises Spelling Television, Big Ticket
Television, Worldvision Enterprises and Hamilton Projects. The Company is one of
the largest producers of television programming and, through its combined
libraries, controls approximately 10,000 hours of programming for worldwide
distribution.
Viacom Inc. is one of the world's largest entertainment companies and is a
leading force in nearly every segment of the international media marketplace.
The operations of Viacom include Blockbuster, MTV Networks, Paramount Pictures,
Paramount Television, Paramount Parks, Showtime Networks, Simon & Schuster, 19
television stations, and movie screens in 12 countries. Viacom also owns
half-interests in Comedy Central, UPN and UCI. National Amusements, Inc., a
closely held corporation which operates approximately 1,300 screens in the U.S.,
the U.K. and South America, is the parent company of Viacom. More information
about Viacom is available at the Company's Web site located at
http://www.viacom.com.
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Contact:
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Susan Duffy
(212) 258-6347
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Exhibit 99.2
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VIACOM COMPLETES MERGER OF SPELLING
New York, NY, June 24, 1999 - Viacom Inc. (NYSE: VIA, VIA.B) announced today
that it completed the acquisition of Spelling Entertainment Group Inc. (NYSE,
PSE: SP) through a merger of Spelling and a wholly owned subsidiary of Viacom on
June 23. As a result of the merger, Viacom owns 100% of Spelling and Spelling's
shares have been delisted from the New York and Pacific Stock Exchanges.
The merger was previously approved by the Boards of Directors of Viacom and
Spelling. As a result of the merger, each share of Spelling common stock was
converted into the right to receive $9.75 in cash, subject to dissenters'
rights.
Spelling Entertainment Group Inc. is a leading producer and distributor of
television and film entertainment and comprises Spelling Television, Big Ticket
Television, Worldvision Enterprises and Hamilton Projects. The Company is one of
the largest producers of television programming and, through its combined
libraries, controls approximately 10,000 hours of programming for worldwide
distribution.
Viacom Inc. is one of the world's largest entertainment companies and is a
leading force in nearly every segment of the international media marketplace.
The operations of Viacom include Blockbuster, MTV Networks, Paramount Pictures,
Paramount Television, Paramount Parks, Showtime Networks, Simon & Schuster, 19
television stations, and movie screens in 12 countries. Viacom also owns
half-interests in Comedy Central, UPN and UCI. National Amusements, Inc., a
closely held corporation which operates approximately 1,300 screens in the U.S.,
the U.K. and South America, is the parent company of Viacom. More information
about Viacom is available at the Company's Web site located at
http://www.viacom.com.
# # #
Contact:
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Susan Duffy
(212) 258-6347
