SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FORM 8-K
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): December 15, 1994
PARAMOUNT COMMUNICATIONS INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-5404 74-1330475
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1515 Broadway, New York, New York 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-6000
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Item 5. Other Events
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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.
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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.
PARAMOUNT COMMUNICATIONS INC.
Date: December 15, 1994 By: /s/ Michael D. Fricklas
-------------------------------------
Name: Michael D. Fricklas
Title: Senior Vice President,
Deputy General Counsel
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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.
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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.
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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.
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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
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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.
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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
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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
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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.
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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
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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