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): August 14, 2000
VIACOM INC.
(Exact name of Registrant as specified in its charter)
Delaware 001-09553 04-2949533
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(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
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Item 5. Other Events
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On August 14, 2000, Viacom Inc. ("Viacom") delivered to the
Board of Directors of Infinity Broadcasting Corporation ("Infinity") a letter
dated August 14, 2000 (the "Proposal Letter") in which Viacom offered to acquire
through a stock-for-stock merger transaction (the "Proposed Transaction") all
the issued and outstanding shares of Class A Common Stock, par value $.01 per
share (the "Infinity Class A Shares"), of Infinity not currently owned by
Viacom. Pursuant to the Proposed Transaction, each Infinity Class A Share would
be converted into the right to receive 0.564 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 equity of Infinity 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.
The merger proposal is subject to approval of Infinity's
independent directors.
On August 15, 2000, Viacom issued a press release relating to
the events described above. Such press release is attached hereto as Exhibit
99.1.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 Press release issued by Viacom Inc. on August 15, 2000
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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: August 15, 2000 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Executive Vice President,
General Counsel and
Secretary
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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. on August 15, 2000
