-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LrDylo7BylVl6EqYQhsUbAWXiutEqg0iELfltpMU0m0O+iW1Gfo8+cNE6ddUvf6I tWCTB7FhzzDP8ByGSLKC0w== 0000947871-06-000174.txt : 20060203 0000947871-06-000174.hdr.sgml : 20060203 20060202211724 ACCESSION NUMBER: 0000947871-06-000174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060131 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Viacom Inc. CENTRAL INDEX KEY: 0001339947 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 203515052 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32686 FILM NUMBER: 06575407 BUSINESS ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 258-6000 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: New Viacom Corp. DATE OF NAME CHANGE: 20050927 8-K 1 f8k_020106.txt CURRENT REPORT 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): January 31, 2006 VIACOM INC. ------------------------------------------------------------- (Exact name of registrant as specified in its charter)
Delaware 001-32686 20-3515052 - -------------------------------- ------------------------ --------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number) 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 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.): [ ] 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 2. Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets. On January 31, 2006, Viacom Inc. ("Viacom") completed the acquisition of substantially all of the outstanding limited liability company interests of DreamWorks L.L.C. ("DreamWorks"), a motion picture studio, pursuant to the purchase agreement dated as of December 9, 2005 among Viacom, its subsidiary Paramount Pictures Corporation, DreamWorks and certain holders of membership interests in DreamWorks identified therein (the "Acquisition"). The purchase price was approximately $1.6 billion, including the assumption of debt. A copy of the press release, dated February 1, 2006, announcing the completion of the Acquisition is filed herewith as Exhibit 99 and is incorporated by reference herein in its entirety. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In connection with the Acquisition, Viacom borrowed approximately $1.1 billion in the aggregate under its $3.25 billion five-year credit agreement with the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, and Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as co-documentation agents, and Tranche B of its $6.0 billion term loan credit agreement with the lenders named therein, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as co-documentation agents (collectively, the "Credit Facilities"). The terms of the Credit Facilities are described in, and copies of the Credit Facilities are filed as exhibits to, Viacom's Form 8-K filed on December 14, 2005, and are incorporated by reference herein in their entirety. Section 9. Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following Exhibit is filed as part of this Report on Form 8-K: Exhibit No. Description of Exhibit - ----------- ---------------------- 99 Press release dated February 1, 2006 announcing the completion of the acquisition of DreamWorks. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: February 2, 2006 Exhibit Index Exhibit Number Description of Exhibit - -------------- ------------------------------------------------------------ 99 Press release dated February 1, 2006 announcing the completion of the acquisition of DreamWorks. EX-99 2 ex99_020106.txt PRESS RELEASE Exhibit 99 Paramount Pictures Completes Acquisition Of DreamWorks SKG HOLLYWOOD, CA (February 1, 2006) -- Paramount Pictures, a unit of Viacom Inc. (NYSE: VIA; VIA.B), announced today that it has closed on its acquisition of DreamWorks SKG for $1.6 billion in cash and assumption of debt. The announcement was made today by Paramount Chairman & CEO Brad Grey. The company noted that it is well along in its process to sell the DreamWorks live action film library. Under the agreement, Steven Spielberg and David Geffen of DreamWorks will remain in their respective roles as producer/director and Chairman. In addition, the company has entered into an exclusive 7-year agreement to distribute films from DreamWorks Animation, led by Chairman Jeffrey Katzenberg. About Paramount Pictures Paramount Pictures is part of the entertainment operations of Viacom Inc., one of the leading global entertainment content companies, with prominent and respected brands in focused demographics across virtually all media. About Viacom Viacom is one of the leading global entertainment content companies, with prominent and respected brands in focused demographics across virtually all media. Offering programming and content for television, motion pictures and digital platforms, Viacom's world-class brands include MTV Networks (MTV, VH1, Nickelodeon, Nick at Nite, Comedy Central, CMT: Country Music Television, Spike TV, TV Land, Logo and more than 100 networks around the world), BET, Paramount Pictures, Paramount Home Entertainment, DreamWorks SKG and Famous Music. More information about Viacom and its businesses is available at http://www.viacom.com. -----END PRIVACY-ENHANCED MESSAGE-----