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): September 22, 1997
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9553 04-2949533
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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 September 22, 1997, Viacom Inc., a Delaware corporation ("Viacom"),
announced today that an agreement was made with The Seagram Company, Ltd.
("Seagram") to resolve all litigation regarding jointly-owned USA Networks.
Pursuant to the terms of such agreement, Seagram will acquire Viacom's 50%
interest in USA Networks, including the Sci-Fi Channel, for $1.7 billion in
cash.
Consummation of the transaction, which is expected to close in the
fourth quarter of 1997, is subject to customary conditions, including expiration
or termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
A copy of the press release issued by Viacom Inc., dated September 22,
1997, relating to the above-described transaction is attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibit is filed as part of this report on
Form 8-K:
99.1 Press Release issued by Viacom dated September 22, 1997.
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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.
VIACOM INC.
Date: September 23, 1997 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
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Exhibit No. Description
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99.1 Press Release issued by Viacom Inc. dated September 22, 1997.
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EXHIBIT 99.1
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VIACOM AND SEAGRAM REACH AGREEMENT TO SETTLE LITIGATION
REGARDING USA NETWORKS JOINT VENTURE
Seagram To Purchase Viacom's 50% Interest In USA Networks For $1.7 Billion
New York, New York, September 22, 1997 -- Viacom Inc. (AMEX: VIA and VIAB) and
The Seagram Company, Ltd. (NYSE: VO) announced today that they have agreed to
resolve all litigation regarding jointly-owned USA Networks. Under terms of the
agreement, Seagram will acquire Viacom's 50% interest in USA Networks, including
the Sci Fi Channel, for $1.7 billion in cash. The transaction, which is expected
to close in the fourth quarter, is subject to customary conditions.
Sumner M. Redstone, chairman and chief executive officer of Viacom, said, "The
sale of USA Networks is another significant step in our continuing commitment to
reduce Viacom's debt. We are pleased that we were able to amicably settle our
differences with Seagram and we look forward to resuming a productive
relationship."
Edgar Bronfman, Jr., Seagram's president and chief executive officer, stated:
"Universal now has the opportunity to manage a scarce and unique asset in the
fast-growing cable network business. USA Networks complements our existing
entertainment operations and provides a strong platform for future growth, both
domestically and internationally. And, with the lawsuit behind us, our companies
can now focus on further strengthening the many relationships which exist
between us across the entertainment world". USA Networks owns and operates the
advertiser-supported services: USA Network, a general entertainment channel,
which has a 98% penetration of U.S. cable and direct-to-home households, with 72
million subscribers; Sci-Fi Channel, which has a 63% penetration of U.S. cable
and direct-to-home households, with 46 million subscribers. USA Network also
owns and operates USA Networks International, with channels in South America,
Europe and Africa.
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Viacom Inc. is one of the world's largest entertainment and publishing 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, Showtime Networks, Simon & Schuster,
television stations, and movie screens in 12 countries. Viacom also has a
majority interest in Spelling Entertainment Group, as well as a half-interest in
Comedy Central, UPN, and USA Networks, including the Sci-Fi Channel. National
Amusements, Inc. a closely held corporation which operates approximately 1,100
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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Contacts:
Carl D. Folta Susan Duffy
Viacom Inc. Viacom Inc.
212/258-6352 212/258-6347
