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): January 3, 1995
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 January 3, 1995, Paramount Communications Inc. ("Paramount") was merged
with and into its parent company, Viacom International Inc. ("Viacom
International"). Viacom International is the surviving company and has assumed
all obligations of Paramount as of such merger. The Board of Direc tors and
executive officers of Viacom International are identical to the Board and
officers of Paramount.
A copy of the Certificate of Ownership and Merger as filed with the
Secretary of State of the State of Delaware is filed as an exhibit herewith and
is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Certificate of Ownership and Merger merging
Paramount Communications Inc. into Viacom
International 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.
By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Senior Vice President
Deputy General Counsel
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EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Certificate of Ownership and
Merger merging Paramount
Communications Inc. into Viacom
International Inc.
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EXHIBIT 99.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PARAMOUNT COMMUNICATIONS INC.
INTO
VIACOM INTERNATIONAL INC.
VIACOM INTERNATIONAL INC., a corporation organized and existing under the
laws of the State of Delaware (hereinafter this "Corporation"), DOES HEREBY
CERTIFY:
FIRST: That this Corporation owns all of the outstanding shares of common
stock (the only outstanding class of stock) of Paramount Communications Inc., a
corporation incorporated on the 18th day of April, 1967, pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That this Corporation, by resolutions of its Board of Directors,
duly adopted on the 14th day of December, 1994, determined to effect a merger of
said Paramount Communications Inc. into itself (the "Merger"), and this
Corporation shall be the surviving corporation. A true copy of said resolutions
is annexed hereto as Exhibit A. Said resolutions have not been modified or
rescinded and are in full force and effect on the date hereof.
THIRD: That upon the effective date of the Merger the name of the surviving
corporation shall be Viacom International Inc.
FOURTH: The merger shall become effective upon the filing of this
certificate with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, VIACOM INTERNATIONAL INC. has caused this certificate
to be signed by Philippe P. Dauman, its Executive Vice President, General
Counsel, Chief Administrative Officer and Secretary, this 3rd day of January,
1995.
VIACOM INTERNATIONAL INC.
By: /s/ Philippe P. Dauman
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Philippe P. Dauman, Executive
Vice President, General Counsel,
Chief Administrative Officer and
Secretary
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EXHIBIT A
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VIACOM INTERNATIONAL INC.
RESOLUTIONS OF THE BOARD OF DIRECTORS
ADOPTED DECEMBER 14, 1994
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RESOLVED, that, pursuant to Section 253 of the General Corporation Law of
the State of Delaware Paramount Communications Inc. shall be merged with and
into the Corporation, on or after January 3, 1995, in accordance with the
Certificate of Merger, substantially in the form attached hereto a s Exhibit I,
which Certificate of Merger is hereby approved and adopted, and that the
officers of the Corporation be, and each of them acting alone hereby is,
authorized and directed, in the name and on behalf of the Corporation, to
execute and file the Certificate of Merger with the office o f the Secretary of
State of the State of Delaware; and
FURTHER RESOLVED, that the officers of the Corporation be, and each of them
acting alone hereby is, authorized and directed, in the name and on behalf of
the Corporation, to execute and deliver any and all agreements, documents or
certificates and to do or cause to be done all such further acts and things,
including, without limitation, filings with the Federal Communications
Commission, as such officer or officers deem necessary, appropriate or desirable
in order to carry out the purposes and intents of the foregoing resolutions; and
that the authority of such officer or offic ers to act under these resolutions
shall be conclusively evidenced by their so acting.
