PARAMOUNT COMMUNICATIONS INC /DE/
8-K, 1994-12-15
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549 FORM 8-K
                                    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): December 15, 1994


                                PARAMOUNT COMMUNICATIONS INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



   Delaware             1-5404                             74-1330475
- -------------------------------------------------------------------------------
(State or other         (Commission                        (IRS Employer
jurisdiction of         File Number)                       Identification No.)
incorporation)


   1515 Broadway, New York, New York                               10036
- -------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code: (212) 258-6000
                                                    ---------------




                                       1
<PAGE>



Item 5. Other Events
        ------------

     On December  14,  1994,  the Boards of  Directors  of Viacom  Inc.,  Viacom
International Inc. and Paramount  Communications  each unanimously  approved the
institution  of  guarantees  whereby  each  company  will  guarantee  all of the
outstanding  indebtedness  of each other.  The guarantees were ex ed on December
15, 1994.

     Copies  of  the  guarantees  are  attached  as  exhibits   hereto  and  are
incorporated by reference herein.

Item 7. Financial Statements and Exhibits
        ---------------------------------

                (c)     Exhibits.

99.1             Guarantee  dated as of December 15, 1994 made by
                 Paramount  Communications  Inc.  in favor of the
                 holders  of the  6-5/8%  Senior  Notes of Viacom
                 Inc.

99.2             Guarantee  dated as of December 15, 1994 made by
                 Paramount  Communications  Inc.  in favor of the
                 holders of the 9-1/8% Senior  Subordinated Notes
                 of  Viacom  International  Inc.,  8-3/4%  Senior
                 Subordinated Reset Notes of Viacom International
                 Inc. and 10-1/4%  Senior  Subordinated  Notes of
                 Viacom International Inc.

99.3             Guarantee  dated as of December 15, 1994 made by
                 Paramount  Communications  Inc.  in favor of the
                 holders  of  the  8%  Exchangeable  Subordinated
                 Debentures of Viacom Inc.




                                       2
<PAGE>



                                   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.

                                      PARAMOUNT COMMUNICATIONS INC.



Date:  December 15, 1994              By: /s/  Michael D. Fricklas
                                         -------------------------------------
                                         Name:  Michael D. Fricklas
                                         Title: Senior Vice President,
                                                Deputy General Counsel





                                       3
<PAGE>


                                 EXHIBIT INDEX


Exhibit No.             Description                     Page No.

99.1                     Guarantee  dated as of December 15, 1994
                         made by Paramount Communications Inc. in
                         favor  of  the  holders  of  the  6-5/8%
                         Senior Notes of Viacom Inc.

99.2                     Guarantee  dated as of December 15, 1994
                         made by Paramount Communications Inc. in
                         favor  of  the  holders  of  the  9-1/8%
                         Senior   Subordinated  Notes  of  Viacom
                         International  Inc. Inc.,  8-3/4% Senior
                         Subordinated   Reset   Notes  of  Viacom
                         International    and   10-1/4%    Senior
                         Subordinated     Notes     of     Viacom
                         International Inc.

99.3                     Guarantee  dated as of December 15, 1994
                         made by Paramount Communications Inc. in
                         favor   of   the   holders   of  the  8%
                         Exchangeable  Subordinated Debentures of
                         Viacom Inc.





                                4



                                  EXHIBIT 99.1


     GUARANTEE,  dated as of December 15, 1994, made by Paramount Communications
Inc., a Delaware  corporation (the "Guarantor"),  in favor of the holders of the
6-5/8% Senior Notes (the "Notes") due 1998 of Viacom Inc. ("Viacom").

                                  WITNESSETH:
                                  -----------

     SECTION 1. Guarantee.  The Guarantor hereby unconditionally  guarantees the
punctual  payment  when due,  whether at stated  maturity,  by  acceleration  or
otherwise,  of the principal of, premium, if any, and interest on the Notes (the
"Obligations"),  according to the terms of such Notes as more fully described in
the  Indenture  dated as of February 1, 1993,  between  Viacom (as  successor to
Blockbuster  Entertainment  Corporation) and Bank of America Illinois  (formerly
known as Continental Bank, National Association) (the "Trustee"), as trustee, as
supplemented by the First Suppl emental Indenture dated as of September 29, 1994
among Blockbuster Entertainment Corporation, Viacom and the Trustee (as amended,
modified or otherwise  supplemented from time to time, referred to herein as the
"Indenture").

     SECTION  2.  Guarantee   Absolute.   The  Guarantor   guarantees  that  the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless  of any law,  regulation  or order now or  hereafter in effect in any
jurisdiction  affecting  any of such  terms or the rights of holder of the Notes
with respect thereto.  The liability of the Guarantor under this Guarantee shall
be absolute and unconditional irrespective of:

     (i) any lack of validity or  enforceability  of the  Indenture or any other
agreement or instrument relating thereto;

    (ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the  Obligations,  or any other amendment or waiver of or
any consent to departure from any of the Indenture;

   (iii) any exchange,  release or  non-perfection  of any collateral,  or any
release  or  amendment  or  waiver of or  consent  to  departure  from any other
guaranty, for all or any of the Obligations; or

    (iv) any other  circumstance  which might  otherwise  constitute  a defense
available to, or a discharge of, Viacom, or a guarantor.





                                       5
<PAGE>


     SECTION 3. Waiver.  The  Guarantor  hereby waives  diligence,  presentment,
demand  of  payment,  filing  of  claims  with a court in the event of merger or
bankruptcy  of Viacom,  any right to require a  proceeding  filed first  against
Viacom,  protest or notice with respect to the Notes or the  btedness  evidenced
thereby and all demands whatsoever.

     SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Notes to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver  thereof;  nor shall any  single or  partial  exercise  of any right
hereunder  preclude  any other or further  exercise  eof or the  exercise of any
other right.  The remedies  herein  provided are cumulative and not exclusive of
any remedies provided by law.

     SECTION 5. Continuing Guarantee;  Transfer of Interest. This Guarantee is a
continuing  guaranty  and shall (i) remain in full  force and  effect  until the
earliest to occur of (A) the date on which the Guarantor shall  consolidate with
or merge into Viacom or any successor  thereto,  (B) date on which Viacom or any
successor  thereto  shall  consolidate  with or merge into the  Guarantor or (C)
payment in full of the  Obligations,  (ii) be binding  upon the  Guarantor,  its
successors and assigns,  and (iii) inure to the benefit of and be enforceable by
any  holder  of  Notes,  by the Trus tee,  and by their  respective  successors,
transferees, and assigns.

     SECTION 6. Reinstatement.  This Guarantee shall continue to be effective or
be  reinstated,  as the case may be,  if at any time any  payment  of any of the
Obligations  is  rescinded  or must  otherwise  be returned by any holder of the
Notes or the Trustee upon the insolvency, bankruptcy o organization of Viacom or
otherwise, all as though such payment had not been made.

     SECTION 7. Limitation of Guarantor's Liability.  The Guarantor,  and by its
acceptance of this  Guarantee each holder of Notes,  hereby  confirms that it is
the intention of all such parties that in no event shall any  obligations of the
Guarantor  under its Guarantee  constitute a fraudu  transfer or conveyance  for
purposes  of, or  result  in a  violation  of,  any  United  States  federal  or
applicable  United States state law. To effectuate the foregoing  intention,  in
the event that this Guarantee would, but for this sentence, constitute or result
in such a transfer or violation,  t hen the liability of the Guarantor under its
Guarantee  shall be reduced to the extent  necessary to eliminate such violation
under the applicable fraudulent conveyance or similar law.



                                       6
<PAGE>

     SECTION 8.  Amendment.  The Guarantor may amend this  Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the Notes.

     SECTION  9.  Governing  Law.  THIS  GUARANTEE  SHALL BE  GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OFNEW YORK,  WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.

     IN WITNESS  WHEREOF,  the  Guarantor  has caused this  Guarantee to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.

                                        PARAMOUNT COMMUNICATIONS INC.


                                        By: /s/ GEORGE S. SMITH, JR.
                                           -----------------------------------
                                           Name:  George S. Smith, Jr.
                                           Title: Senior Vice President,
                                                  Chief Financial Officer





                                       7



                                  EXHIBIT 99.2


     GUARANTEE,  dated as of December 15, 1994, made by Paramount Communications
Inc., a Delaware  corporation (the "Guarantor"),  in favor of the holders of the
9-1/8% Senior Subordinated Notes due 1999 of Viacom  International Inc. ("Viacom
International"),  8-3/4%  Senior  Subordinated  Reset  es  due  2001  of  Viacom
International  and  10-1/4%  Senior   Subordinated  Notes  due  2001  of  Viacom
International (collectively, the "Notes").

                                  WITNESSETH:
                                  -----------

     SECTION 1. Guarantee.  The Guarantor hereby unconditionally  guarantees the
punctual  payment  when due,  whether at stated  maturity,  by  acceleration  or
otherwise,  of the principal of, premium, if any, and interest on the Notes (the
"Obligations"),  according to the terms of such Notes as more fully described in
the Indenture,  dated as of September 15, 1991, among Viacom  International,  as
issuer,  Viacom Inc.  ("Viacom"),  as  guarantor,  and The Bank of New York (the
"Trustee"),  as trustee,  as  supplemented by the First  Supplemental  Indenture
dated as of  September  15,  1991  among  Viacom  International,  Viacom and the
Trustee, and as further supplemented by the Second Supplemental  Indenture dated
as of March 4, 1992  among  Viacom  International,  Viacom and the  Trustee  (as
amended, modified or otherwise supplemented from time to time, the "Indenture").

     SECTION  2.  Guarantee   Absolute.   The  Guarantor   guarantees  that  the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless  of any law,  regulation  or order now or  hereafter in effect in any
jurisdiction  affecting  any of such  terms or the rights of holder of the Notes
with respect thereto.  The liability of the Guarantor under this Guarantee shall
be absolute and unconditional irrespective of:

     (i) any lack of validity or  enforceability  of the  Indenture or any other
agreement or instrument relating thereto;

    (ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the  Obligations,  or any other amendment or waiver of or
any consent to departure from the Indenture;

   (iii) any exchange,  release or  non-perfection  of any collateral,  or any
release  or  amendment  or  waiver of or  consent  to  departure  from any other
guaranty, for all or any of the Obligations; or

    (iv) any other  circumstance  which might  otherwise  constitute  a defense
available to, or a discharge of, Viacom International, or a guarantor.



                                       8
<PAGE>

     SECTION 3. Waiver.  The  Guarantor  hereby waives  diligence,  presentment,
demand  of  payment,  filing  of  claims  with a court in the event of merger or
bankruptcy  of Viacom  International,  any right to require a  proceeding  filed
first against Viacom  International,  protest or notice with ect to the Notes or
the indebtedness evidenced thereby and all demands whatsoever.

     SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Notes to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver  thereof;  nor shall any  single or  partial  exercise  of any right
hereunder  preclude  any other or further  exercise  eof or the  exercise of any
other right.  The remedies  herein  provided are cumulative and not exclusive of
any remedies provided by law.

     SECTION 5. Continuing Guarantee;  Transfer of Interest. This Guarantee is a
continuing  guaranty  and shall (i) remain in full  force and  effect  until the
earliest to occur of (A) the date on which the Guarantor shall  consolidate with
or merge into Viacom  International or any success hereto, (B) the date on which
Viacom  International or any successor  thereto shall  consolidate with or merge
into the Guarantor and (C) payment in full of the  Obligations,  (ii) be binding
upon the Guarantor,  its successors and assigns,  and (iii) inure to the benefit
of and be enforceable by an y holder of Notes,  the Trustee and their respective
successors, transferees, and assigns.

     SECTION  6.  Subordination.  The  payment  of the  Obligations  under  this
Guarantee is hereby expressly  subordinated to Senior Indebtedness (as such term
is defined in the Indenture dated as of April 15, 1973 between the Guarantor (as
successor to Gulf & Western Inc.) and Chemical Bank  successor to  Manufacturers
Hanover Trust Company), as trustee, and the Indenture dated as of April 15, 1973
between  the  Guarantor  (as  successor  to Gulf & Western,  Inc.) and The Chase
Manhattan Bank,  N.A., as trustee) of the Guarantor to the same extent as the 7%
Subordinated Debentures, Serie s A and B, due July 1, 2003 of the Guarantor (the
"Paramount   Subordinated   Debentures")   are   subordinated   to  such  Senior
Indebtedness  and this  Guarantee  shall  rank  pari  passu  with the  Paramount
Subordinated Debentures.

     SECTION 7. Reinstatement.  This Guarantee shall continue to be effective or
be  reinstated,  as the case may be,  if at any time any  payment  of any of the
Obligations  is  rescinded  or must  otherwise  be returned by any holder of the
Notes or the Trustee upon the  insolvency,  bankruptcy o organization  of Viacom
International or otherwise, all as though such payment had not been made.

     SECTION 8. Limitation of Guarantor's Liability.  The Guarantor,  and by its
acceptance of this  Guarantee each holder of Notes,  hereby  confirms that it is
the intention of all such parties that in no event shall any  obligations of the
Guarantor  under its Guarantee  constitute a fraudu  transfer or conveyance  for
purposes  of, or  result  in a  violation  of,  any  United  States  federal  or
applicable  United States state law. To effectuate the foregoing  intention,  in


                                       9
<PAGE>

the event that this Guarantee would, but for this sentence, constitute or result
in such a transfer or violation,  t hen the liability of the Guarantor under its
Guarantee  shall be reduced to the extent  necessary to eliminate such violation
under the applicable fraudulent conveyance or similar law.

     SECTION 9.  Amendment.  The Guarantor may amend this  Guarantee at any time
for any purpose without the consent of the Trustee or any holder of the Notes.

     SECTION  10.  Governing  Law.  THIS  GUARANTEE  SHALL BE  GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.

     IN WITNESS  WHEREOF,  the  Guarantor  has caused this  Guarantee to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.

                                        PARAMOUNT COMMUNICATIONS INC.


                                        By: /s/ GEORGE S. SMITH, JR.
                                           -----------------------------------
                                           Name:  George S. Smith, Jr.
                                           Title: Senior Vice President,
                                                  Chief Financial Officer




                                       10




                                  EXHIBIT 99.3


     GUARANTEE,  dated as of December 15, 1994, made by Paramount Communications
Inc., a Delaware  corporation (the "Guarantor"),  in favor of the holders of the
8% Exchangeable  Subordinated  Debentures (the  "Debentures") due 2006 of Viacom
Inc. ("Viacom").

                                  WITNESSETH:
                                  -----------

     SECTION 1. Guarantee.  The Guarantor hereby unconditionally  guarantees the
punctual  payment  when due,  whether at stated  maturity,  by  acceleration  or
otherwise,  of the principal of, premium, if any, and interest on the Debentures
(the  "Obligations"),  according  to the terms of such D tures and as more fully
described in the Indenture  dated as of July 1, 1994,  between Viacom and Harris
Trust and Savings  Bank (the  "Trustee"),  as trustee (as  amended,  modified or
otherwise   supplemented   from  time  to  time,   referred  to  herein  as  the
"Indenture").

     SECTION  2.  Guarantee   Absolute.   The  Guarantor   guarantees  that  the
Obligations will be paid strictly in accordance with the terms of the Indenture,
regardless  of any law,  regulation  or order now or  hereafter in effect in any
jurisdiction  affecting  any of  such  terms  or the  rights  of  holder  of the
Debentures  with respect  thereto.  The  liability of the  Guarantor  under this
Guarantee shall be absolute and unconditional irrespective of:

     (i) any lack of validity or  enforceability  of the  Indenture or any other
agreement or instrument relating thereto;

    (ii) any change in the time, manner or place of payment of, or in any other
term of, all or any of the  Obligations,  or any other amendment or waiver of or
any consent to departure from any of the Indenture;

   (iii) any exchange,  release or  non-perfection  of any collateral,  or any
release  or  amendment  or  waiver of or  consent  to  departure  from any other
guaranty, for all or any of the Obligations; or

    (iv) any other  circumstance  which might  otherwise  constitute  a defense
available to, or a discharge of, Viacom, or a guarantor.



                                       11
<PAGE>



     SECTION 3. Waiver.  The  Guarantor  hereby waives  diligence,  presentment,
demand  of  payment,  filing  of  claims  with a court in the event of merger or
bankruptcy  of Viacom,  any right to require a  proceeding  filed first  against
Viacom,  protest  or notice  with  respect  to the  Debentures  or  indebtedness
evidenced thereby and all demands whatsoever.

     SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the
Debentures to exercise,  and no delay in exercising,  any right  hereunder shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right  hereunder  preclude  any other or further exer thereof or the exercise of
any other right.  The remedies  herein provided are cumulative and not exclusive
of any remedies provided by law.

     SECTION 5. Continuing Guarantee;  Transfer of Interest. This Guarantee is a
continuing  guaranty  and shall (i) remain in full  force and  effect  until the
earliest to occur of (A) the date on which the Guarantor shall  consolidate with
or merge into Viacom or any successor  thereto,  (B) date on which Viacom or any
successor  thereto  shall  consolidate  with or merge into the Guarantor and (C)
payment in full of the  Obligations,  (ii) be binding  upon the  Guarantor,  its
successors and assigns,  and (iii) inure to the benefit of and be enforceable by
any holder of  Debentures,  the T rustee,  and by their  respective  successors,
transferees, and assigns.

     SECTION  6.  Subordination.  The  payment  of the  Obligations  under  this
Guarantee  is  hereby   expressly   subordinated  to  (a)  the  7%  Subordinated
Debentures,  Series  A and B,  due  July 1,  2003  of the  Guarantor  (the  "PCI
Indebtedness")  issued under the  Indenture  dated as of April 15, 1973 be n the
Guarantor  (as successor to Gulf & Western Inc.) and Chemical Bank (as successor
to Manufacturers  Hanover Trust Company), as trustee, and the Indenture dated as
of April 15, 1973 between the Guarantor  (as successor to Gulf & Western,  Inc.)
and The Chase Manhattan Bank, N.A., as trustee ( together, the "PCI Indenture"),
(b) the Senior  Indebtedness  (as such term is defined in the PCI  Indenture) of
the Guarantor to which such PCI  Indebtedness is subordinated and (c) the Senior
Obligations  (as such term is defined in the Indenture as if such term,  and the
terms referred to therei n, are applied to the Guarantor) of the Guarantor.

     SECTION 7. Reinstatement.  This Guarantee shall continue to be effective or
be  reinstated,  as the case may be,  if at any time any  payment  of any of the
Obligations  is  rescinded  or must  otherwise  be returned by any holder of the
Debentures  or the Trustee upon the  insolvency,  bankrup or  reorganization  of
Viacom or otherwise, all as though such payment had not been made.

     SECTION 8. Limitation of Guarantor's Liability.  The Guarantor,  and by its
acceptance of this Guarantee each holder of Debentures,  hereby confirms that it
is the intention of all such parties that in no event shall any  obligations  of
the Guarantor  under its Guarantee  constitute a f ulent  transfer or conveyance
for  purposes  of, or result in a  violation  of, any United  States  federal or
applicable  United States state law. To effectuate the foregoing  intention,  in


                                       12
<PAGE>

the event that this Guarantee would, but for this sentence, constitute or result
in such a transfer or violati on, then the liability of the Guarantor  under its
Guarantee  shall be reduced to the extent  necessary to eliminate such violation
under the applicable fraudulent conveyance or similar law.

     SECTION 9.  Amendment.  The Guarantor may amend this  Guarantee at any time
for any  purpose  without  the  consent  of the  Trustee  or any  holder  of the
Debentures.

     SECTION  10.  Governing  Law.  THIS  GUARANTEE  SHALL BE  GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD
TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.

     IN WITNESS  WHEREOF,  the  Guarantor  has caused this  Guarantee to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.

                                        PARAMOUNT COMMUNICATIONS INC.


                                        By: /s/ GEORGE S. SMITH, JR.
                                           ------------------------------------
                                           Name:  George S. Smith, Jr.
                                           Title: Senior Vice President,
                                                  Chief Financial Officer




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