UNITED STATES
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): October 6, 2004
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09553 04-2949533
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification Number)
1515 Broadway, New York, NY 10036
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 258-6000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 8--Other Events
Item 8.01 Other Events.
On October 6, 2004, the Registrant issued a press release announcing
the preliminary results of the Blockbuster split-off exchange offer.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Section 9--Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release issued by the Registrant, dated October
6, 2004.
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.
(Registrant)
By: /s/ Michael D. Fricklas
--------------------------
Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
Date: October 6, 2004
EXHIBIT INDEX
Exhibit 99.1 Press Release issued by the Registrant, dated October 6, 2004.
Exhibit 99.1
VIACOM ANNOUNCES PRELIMINARY RESULTS
OF SUCCESSFUL BLOCKBUSTER SPLIT-OFF EXCHANGE OFFER
Exchange Offer is Oversubscribed;
Final Results to be Announced on or before October 13th
NEW YORK, October 6, 2004 - Viacom Inc. (NYSE: VIA and VIA.B) today announced
that, based on preliminary results, its exchange offer for the split-off of
Blockbuster Inc. (NYSE: BBI and BBI.B) was oversubscribed. The successful offer
to Viacom stockholders for the exchange, on a tax-free basis, of some or all of
their Viacom shares for shares of Blockbuster common stock held by Viacom
expired at 12:00 midnight, New York City time, on October 5, 2004.
Based on a preliminary count by the exchange agent, The Bank of New York,
294,926,641 shares of Viacom common stock, consisting of 4,648,793 shares of
Viacom class A common stock and 290,277,848 shares of Viacom class B common
stock, were tendered for exchange. Of these shares, 150,315,329 shares of Viacom
common stock, consisting of 1,287,577 shares of Viacom class A common stock and
149,027,752 shares of Viacom class B common stock, were tendered by notice of
guaranteed delivery. Viacom will accept for exchange 27,961,165 shares of Viacom
common stock in exchange for the 72 million shares of Blockbuster class A common
stock and 72 million shares of Blockbuster class B common stock Viacom owns.
Because the exchange offer is oversubscribed, Viacom will accept only a portion
of the number of shares of each class of Viacom common stock that were tendered,
on a pro-rata basis in proportion to the number of shares tendered. Based on the
preliminary results, and assuming all shares tendered by notice of guaranteed
delivery are delivered under the terms of the exchange offer, Viacom will accept
approximately 9.5% of the tendered shares of each class of Viacom common stock.
Viacom expects to announce the final results of the exchange offer, including
the final proration factor, on or before Wednesday, October 13, 2004.
Stockholders that have tendered less than 100 shares, or an odd-lot, will not be
subject to proration, except that stockholders that have tendered odd-lots as a
participant in a Viacom or Blockbuster employee benefit plan are not entitled to
this preference.
Viacom commenced the exchange offer on September 8, 2004 and offered to exchange
5.15 shares of Blockbuster stock, consisting of 2.575 shares of Blockbuster
Class A common stock and 2.575 shares of Blockbuster Class B common stock, for
each share of Viacom common stock validly tendered and not properly withdrawn,
up to an aggregate of 27,961,165 shares of Viacom class A or class B common
stock.
Shares of Blockbuster common stock will be credited to accounts of tendering
stockholders by the exchange agent promptly after the final results of the
exchange offer are announced. In addition, checks in lieu of fractional
Blockbuster shares and shares of Viacom class A and class B common stock
tendered but not accepted for exchange are expected to be delivered or mailed on
or before October 22, 2004.
Information About the Exchange Offer
Stockholders of Viacom are advised to read Viacom's Tender Offer Statement on
Schedule TO, Blockbuster's Registration Statement on Form S-4 and the
Prospectus-Offer to Exchange, as well as any other documents relating to the
exchange offer that are filed with the SEC when they become available because
they will contain important information. Stockholders of Viacom may obtain
copies of these documents for free at the SEC's website at www.sec.gov or from
Viacom Investor Relations at 1-800-516-4399. Viacom stockholders may also
request copies of the exchange offer documents from Viacom's information agent,
MacKenzie Partners, Inc., located at 105 Madison Avenue, New York, NY 10016, at
(800) 322-2885 (toll-free) in the United States or at (212) 929-5500 (collect)
elsewhere.
About Viacom Inc.
Viacom is a leading global media company, with preeminent positions in broadcast
and cable television, radio, outdoor advertising, and online. With programming
that appeals to audiences in every demographic category across virtually all
media, the company is a leader in the creation, promotion, and distribution of
entertainment, news, sports, music, and comedy. Viacom's well-known brands
include CBS, MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures,
Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy Central, CMT:
Country Music Television, Spike TV, Showtime and Simon & Schuster. More
information about Viacom and its businesses is available at www.viacom.com.
Contacts:
Viacom Contacts:
Media: Analysts/Investors:
Carl Folta Martin Shea
Senior Vice President, Corporate Relations Senior Vice President, Investor Relations
(212) 258-6352 (212) 258-6515
carl.folta @viacom.com marty.shea@viacom.com
Susan Duffy James Bombassei
Vice President, Corporate Relations Vice President, Investor Relations
(212) 258-6347 (212) 258-6377
susan.duffy@viacom.com james.bombassei@viacom.com
Blockbuster Contacts:
Media: Analysts/Investors:
Karen Raskopf Mary Bell
Senior Vice President, Corp. Communications Senior Vice President, Investor Relations and
(214) 854-3555 Corporate Treasurer
(214) 854-3863
Randy Hargrove
Director, Corp. Communications
(214) 854-3190
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