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): November 2, 2000
VIACOM INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9553 04-2949533
(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
-------------
<PAGE>
Item 5. Other Events.
-------------
On November 3, 2000, Viacom Inc., a Delaware corporation ("Viacom"), and
BET Holdings II, Inc. ("BET"), a privately held Delaware corporation, announced
that they have entered into an agreement, dated as of November 2, 2000, for the
purchase of BET by Viacom for approximately $3 billion, consisting of Viacom
Class B Common Stock and the assumption of BET debt. The final exchange ratio
will be based on the trading prices of Viacom Class B Common Stock during a
measurement period immediately before the closing of the transaction, which is
expected to occur during the first quarter of 2001.
A copy of the press release issued by Viacom dated November 3, 2000
relating to the above-described transaction is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) The following exhibit is filed as part of this report on Form 8-K:
99.1 Press Release issued by Viacom dated November 3, 2000.
<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.
VIACOM INC.
Date: November 3, 2000 By: /s/ Michael D. Fricklas
-----------------------------
Name: Michael D. Fricklas
Title: Executive Vice President,
General Counsel and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release issued by Viacom dated May 17, 1999.
