SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): October 30, 2000
VIACOM INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-09553 04-2949533
--------------- ------------ --------------------
(State or other (Commission (I.R.S. 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 October 30, 2000, Viacom Inc., a Delaware corporation
("Viacom"), IBC Merger Corp., a Delaware corporation and a direct wholly owned
subsidiary of Viacom ("Merger Sub"), and Infinity Broadcasting Corporation, a
Delaware corporation ("Infinity"), entered into a definitive agreement and plan
of merger (the "Merger Agreement") pursuant to which Infinity will merge with
and into Merger Sub (the "Merger") and Viacom will acquire all the issued and
outstanding shares of Class A Common Stock, $.01 par value per share, of
Infinity ("Infinity Class A Shares") not currently owned by Viacom. In the
Merger, each outstanding Infinity Class A Share will be converted into the right
to receive 0.592 of a share of Class B Common Stock, par value $.01 per share,
of Viacom. Viacom currently holds 100% of Infinity's Class B Common Stock, par
value $.01 per share (the "Infinity Class B Shares"), which represents
approximately 64.3% of the total outstanding Infinity Class A Shares and
Infinity Class B Shares and approximately 90.0% of the combined voting power of
the Infinity Class A Shares and the Infinity Class B Shares. Viacom does not
currently hold any Infinity Class A Shares.
A copy of the Merger Agreement is attached hereto as Exhibit
99.1.
A copy of the press release issued by Viacom and Infinity on
October 31, 2000 relating to the Merger is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits
------- ---------------------------------
(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 Agreement and Plan of Merger among Viacom Inc., IBC
Merger Corp., and Infinity Broadcasting Corporation,
dated as of October 30, 2000.
99.2 Press release issued by Viacom Inc. and Infinity
Broadcasting Corporation on October 31, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Viacom has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIACOM INC.
Date: October 31, 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 Agreement and Plan of Merger among Viacom Inc., IBC Merger
Corp., and Infinity Broadcasting Corporation, dated as of
October 30, 2000.
99.2 Press release issued by Viacom Inc. and Infinity Broadcasting
Corporation on October 31, 2000.
