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): July 6, 1994
PARAMOUNT COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5404 74-1330475
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
Incorporation)
15 Columbus Circle, New York, New York 10023
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 373-8000
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Exhibit Index Appears on Page [ ]
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Item 5. Other Events.
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On July 7, 1994 Viacom Sub Inc., a Delaware corporation and
a wholly owned subsidiary of Viacom Inc., a Delaware corporation
("Viacom"), was merged (the "Merger") with and into Paramount
Communications Inc., a Delaware corporation ("Paramount"),
pursuant to the Amended and Restated Agreement and Plan of Merger
between Viacom and Paramount, dated as of February 4, 1994, as
amended as of May 26, 1994 (the "Merger Agreement"). The Merger
Agreement is incorporated herein by reference to Exhibit (c)(1) of
the Rule 13e-3 Transaction Statement dated April 15, 1994, as amended
by Amendment No. 1 thereto on May 25, 1994, as further amended by
Amendment No. 2 thereto on June 6, 1994, as further amended by
Amendment No. 3 thereto on June 17, 1994 and as further amended by
Amendment No. 4 thereto on July 7, 1994 filed by Paramount, Viacom,
National Amusements, Inc. and Sumner M. Redstone. The Merger
Agreement was approved by Paramount's stockholders at a special
meeting held on July 6, 1994 and by Viacom's stockholders at a
special meeting held on July 7, 1994. As a result of the Merger,
Paramount has become a wholly owned subsidiary of Viacom
and each share of common stock, par value $1.00 per share,
of Paramount (other than shares held by Viacom,
Paramount and their subsidiaries and by holders who have
demanded and perfected appraisal rights) has been converted into
the right to receive (i) .93065 of a share of Class B common stock,
par value $.01 per share, of Viacom ("Viacom Class B Common
Stock"), (ii) $17.50 principal amount of Viacom's 8% exchangeable
subordinated debentures due 2006, (iii) .93065 of a contingent
value right of Viacom, (iv) 0.5 of a three-year warrant to
purchase one share of Viacom Class B Common Stock at $60 per
share and (v) 0.3 of a five-year warrant to purchase one share of
Viacom Class B Common Stock at $70 per share. Copies of the
press release dated July 6, 1994 announcing approval of the
Merger Agreement by Paramount stockholders, and the press release
dated July 7, 1994 announcing approval of the Merger Agreement by
Viacom stockholders and completion of the Merger are filed as exhibits
hereto and are incorporated by reference herein.
List of Exhibits.
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Exhibit No. Description
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99.1 Press release of Viacom Inc., dated July 6, 1994.
99.2 Press release of Viacom Inc., dated July 7, 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 thereunto duly authorized.
PARAMOUNT COMMUNICATIONS INC.
Registrant
Date: July 7, 1994 By /s/ PHILIPPE P. DAUMAN
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Name: Philippe P. Dauman
Title: Executive Vice President,
General Counsel,
Chief Administrative
Officer and Secretary
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EXHIBIT INDEX
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Exhibit No. Description Page
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99.1 Press release of Viacom Inc., dated July 6, 1994.
99.2 Press release of Viacom Inc., dated July 7, 1994.
PARAMOUNT STOCKHOLDERS APPROVE MERGER WITH VIACOM
Wilmington, Del.--(BUSINESS WIRE)--July 6, 1994 -- At a Special Meeting,
stockholders of Paramount Communications Inc. (NYSE: PCI) approved the merger
of Paramount and a wholly owned subsidiary of Viacom Inc. (AMEX: VIA and VIAB).
The Special Meeting of Viacom's stockholders to vote on the merger will
be held tomorrow at 10:30 a.m. in New York City. The merger is expected
to be consummated promptly after the Special Meeting.
Viacom Inc. owns a leading group of basic cable and premium networks,
including MTV, MTV Europe, MTV Latino, VH-1, Nickelodeon/Nick at Nite,
Showtime, The Movie Channel and FLIX; produces and distributes television
programming; develops and publishes interactive software; owns cable
systems serving 1.1 million customers; and owns five television stations
and 14 radio stations. Through its majority-owned subsidiary Paramount
Communications Inc., Viacom is also a major producer and distributor of
motion pictures and television programming, and is one of the world's
largest publishers. Paramount also owns professional sports franchises,
Madison Square Garden and five regional theme parks; basic cable
networks; seven television stations; and movie screens in 11 countries.
The combined entity of Viacom and Paramount is one of the world's
largest entertainment companies and a leading force in nearly every
segment of the international media marketplace. National Amusements,
Inc., a closely held corporation which owns and operates approximately
850 movie screens in the U.S. and the U.K., is the parent company
of Viacom Inc.
CONTACT: Viacom Inc., New York
Carl Folta, 212/258-6352
Hilary Condit, 212/258-6346
(END)
VIACOM COMPLETES MERGER WITH PARAMOUNT
-- Transition Process Moving Ahead Quickly:
Groundwork Laid for New Ventures --
-- Combined Company to be Called Viacom Inc.
New York -- (Business Wire) -- July 7, 1994 -- Viacom Inc. (AMEX: VIA and VIAB)
has completed the acquisition of Paramount Communications Inc. through a
merger of Paramount and a wholly owned subsidiary of Viacom, it was
announced today by Sumner M. Redstone, Chairman, and Frank J. Biondi, Jr.,
President and Chief Executive Officer of Viacom Inc.
The merger was approved by holders of Viacom Class A Common Stock
at a special meeting held here today. A total of 48,718,000 shares, or 99.8%
of the Viacom shares voting on the proposal, approved the merger, representing
91.4% of the total Viacom Class A shares outstanding. Viacom previously
acquired a majority of Paramount's common stock in a tender offer on March
11, 1994.
Paramount's stockholders approved the merger yesterday at a special
meeting in Wilmington, Delaware. A total of 103,131,951 shares, or 99.5%
of the outstanding Paramount shares voting on the proposal, approved the
merger, representing 85% of the total Paramount shares outstanding.
At its Annual Meeting of Stockholders, which immediately followed the
Special Meeting, the Company also announced that Viacom Inc. will remain
the corporate name of the combined company. Viacom's businesses
will retain their brand names.
Mr. Redstone said, "This is a momentous occasion in the history of Viacom.
Almost 10 months ago we set out to change the face and destiny of our
Company and, indeed, of the entertainment industry. Today we have reached
that goal
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and completed the merger of two of the greatest software-driven companies
in the world: Viacom and Paramount. We have created a massive global media
company whose potential is staggering and whose opportunities for rapidly
escalating growth, both in its existing and new businesses, are unlimited."
Mr. Biondi said, "During the five months since we won control of Paramount,
we've been aggressive in consolidating the two companies -- in terms of
the tremendous combination of assets and the richly talented group of
people -- and we've laid the groundwork for the creation of many exciting
new ventures. The two companies are already hard at work on a number of
joint projects. The transition process is essentially behind us, and today
we move forward with vast new opportunities for growth."
As a result of the merger, each share of Paramount Common Stock will be
converted into the right to receive 0.93065 of a share of Viacom Class B
Common Stock, $17.50 principal amount of Viacom's 8% exchangeable
subordinated debentures due 2006, 0.93065 of a contingent value right of
Viacom, 0.5 of a three-year warrant to purchase one share of Viacom Class
B Common Stock at $60 per share and 0.3 of a five-year warrant to purchase
one share of Viacom Class B Common Stock at $70 per share.
The members of the Board of Directors of Viacom Inc. who were
elected at the meeting are: George S. Abrams, Partner of the law firm
Winer & Abrams; Frank J. Biondi, Jr., President and Chief Executive
Officer of Viacom; Philippe P. Dauman, Executive Vice President, General
Counsel, Chief Administrative Officer and Secretary of Viacom; William C.
Ferguson, Chairman of the Board and Chief Executive Officer of NYNEX; H.
Wayne Huizenga, Chairman of the Board and Chief Executive Officer of
Blockbuster; Ken Miller, Vice Chairman of CS First Boston Corporation;
Brent D. Redstone, a Director of National Amusements, Inc.; Sumner M.
Redstone, Chairman of the Board of Viacom; Frederic V. Salerno, Vice
Chairman, Finance and Business Development of NYNEX; and William Schwartz,
Vice President for Academic Affairs of Yeshiva University and University
Professor of Law at Yeshiva University and the Cardozo School of Law.
-- more --
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The Board of Directors recommended, and the stockholders approved, the
appointment of Price Waterhouse as independent auditors to serve until the
Annual Meeting of Stockholders in 1995.
Viacom Inc. is one of the world's largest entertainment and publishing
companies and a leading force in nearly every segment of the international
media marketplace. The operations of Viacom include Paramount Pictures;
Paramount Television; MTV Networks (MTV, MTV Europe, MTV Latino,
Nickelodeon/Nick at Nite, VH-1); Showtime Networks Inc. (Showtime, The
Movie Channel, FLIX); Simon & Schuster (Prentice Hall, Macmillan, Pocket
Books); Madison Square Garden (New York Knicks, New York Rangers, MSG
Network); Viacom Interactive Media; five regional theme parks; movie
screens in 11 countries; cable systems serving 1.1 million customers; 12
television stations; and 14 radio stations. National Amusements, Inc., a
closely held corporation which owns and operates approximately 850 movie
screens in the U.S. and the U.K., is the parent company of Viacom Inc.
Contact: Viacom Inc., New York
Carl Folta, 212/258-6352
Hilary Condit, 212/258-6346
