-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jsc8CfNw+4ycmgb9RVenS43rGxsSe8Qr32PxIcI0CHNjLRavesQVf3r6PP4p7kfY cCVq28QG/0nGPzRV9zHIcg== 0000814135-94-000004.txt : 19941216 0000814135-94-000004.hdr.sgml : 19941216 ACCESSION NUMBER: 0000814135-94-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941215 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941215 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAMOUNT COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0000044482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 741330475 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05404 FILM NUMBER: 94564994 BUSINESS ADDRESS: STREET 1: 15 COLUMBUS CIRCLE CITY: NEW YORK STATE: NY ZIP: 10023-7780 BUSINESS PHONE: 2123738000 MAIL ADDRESS: STREET 1: 15 COLUMBUS CIRCLE CITY: NEW YORK STATE: NY ZIP: 10023-7780 FORMER COMPANY: FORMER CONFORMED NAME: GULF & WESTERN INC /DE/ DATE OF NAME CHANGE: 19890606 FORMER COMPANY: FORMER CONFORMED NAME: GULF & WESTERN INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19860904 FORMER COMPANY: FORMER CONFORMED NAME: MICHIGAN BUMPER CORP DATE OF NAME CHANGE: 19660906 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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): December 15, 1994 PARAMOUNT COMMUNICATIONS INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5404 74-1330475 - ------------------------------------------------------------------------------- (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 --------------- 1 Item 5. Other Events ------------ On December 14, 1994, the Boards of Directors of Viacom Inc., Viacom International Inc. and Paramount Communications each unanimously approved the institution of guarantees whereby each company will guarantee all of the outstanding indebtedness of each other. The guarantees were ex ed on December 15, 1994. Copies of the guarantees are attached as exhibits hereto and are incorporated by reference herein. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits. 99.1 Guarantee dated as of December 15, 1994 made by Paramount Communications Inc. in favor of the holders of the 6-5/8% Senior Notes of Viacom Inc. 99.2 Guarantee dated as of December 15, 1994 made by Paramount Communications Inc. in favor of the holders of the 9-1/8% Senior Subordinated Notes of Viacom International Inc., 8-3/4% Senior Subordinated Reset Notes of Viacom International Inc. and 10-1/4% Senior Subordinated Notes of Viacom International Inc. 99.3 Guarantee dated as of December 15, 1994 made by Paramount Communications Inc. in favor of the holders of the 8% Exchangeable Subordinated Debentures of Viacom Inc. 2 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. PARAMOUNT COMMUNICATIONS INC. Date: December 15, 1994 By: /s/ Michael D. Fricklas ------------------------------------- Name: Michael D. Fricklas Title: Senior Vice President, Deputy General Counsel 3 EXHIBIT INDEX Exhibit No. Description Page No. 99.1 Guarantee dated as of December 15, 1994 made by Paramount Communications Inc. in favor of the holders of the 6-5/8% Senior Notes of Viacom Inc. 99.2 Guarantee dated as of December 15, 1994 made by Paramount Communications Inc. in favor of the holders of the 9-1/8% Senior Subordinated Notes of Viacom International Inc. Inc., 8-3/4% Senior Subordinated Reset Notes of Viacom International and 10-1/4% Senior Subordinated Notes of Viacom International Inc. 99.3 Guarantee dated as of December 15, 1994 made by Paramount Communications Inc. in favor of the holders of the 8% Exchangeable Subordinated Debentures of Viacom Inc. 4 EX-99.1 2 EHHIBIT 99.1 EXHIBIT 99.1 GUARANTEE, dated as of December 15, 1994, made by Paramount Communications Inc., a Delaware corporation (the "Guarantor"), in favor of the holders of the 6-5/8% Senior Notes (the "Notes") due 1998 of Viacom Inc. ("Viacom"). WITNESSETH: ----------- SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Notes (the "Obligations"), according to the terms of such Notes as more fully described in the Indenture dated as of February 1, 1993, between Viacom (as successor to Blockbuster Entertainment Corporation) and Bank of America Illinois (formerly known as Continental Bank, National Association) (the "Trustee"), as trustee, as supplemented by the First Suppl emental Indenture dated as of September 29, 1994 among Blockbuster Entertainment Corporation, Viacom and the Trustee (as amended, modified or otherwise supplemented from time to time, referred to herein as the "Indenture"). SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of holder of the Notes with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Indenture or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any of the Indenture; (iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Viacom, or a guarantor. 5 SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of Viacom, any right to require a proceeding filed first against Viacom, protest or notice with respect to the Notes or the btedness evidenced thereby and all demands whatsoever. SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the Notes to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise eof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a continuing guaranty and shall (i) remain in full force and effect until the earliest to occur of (A) the date on which the Guarantor shall consolidate with or merge into Viacom or any successor thereto, (B) date on which Viacom or any successor thereto shall consolidate with or merge into the Guarantor or (C) payment in full of the Obligations, (ii) be binding upon the Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by any holder of Notes, by the Trus tee, and by their respective successors, transferees, and assigns. SECTION 6. Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any holder of the Notes or the Trustee upon the insolvency, bankruptcy o organization of Viacom or otherwise, all as though such payment had not been made. SECTION 7. Limitation of Guarantor's Liability. The Guarantor, and by its acceptance of this Guarantee each holder of Notes, hereby confirms that it is the intention of all such parties that in no event shall any obligations of the Guarantor under its Guarantee constitute a fraudu transfer or conveyance for purposes of, or result in a violation of, any United States federal or applicable United States state law. To effectuate the foregoing intention, in the event that this Guarantee would, but for this sentence, constitute or result in such a transfer or violation, t hen the liability of the Guarantor under its Guarantee shall be reduced to the extent necessary to eliminate such violation under the applicable fraudulent conveyance or similar law. 6 SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time for any purpose without the consent of the Trustee or any holder of the Notes. SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OFNEW YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS. IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. PARAMOUNT COMMUNICATIONS INC. By: /s/ GEORGE S. SMITH, JR. ----------------------------------- Name: George S. Smith, Jr. Title: Senior Vice President, Chief Financial Officer 7 EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 GUARANTEE, dated as of December 15, 1994, made by Paramount Communications Inc., a Delaware corporation (the "Guarantor"), in favor of the holders of the 9-1/8% Senior Subordinated Notes due 1999 of Viacom International Inc. ("Viacom International"), 8-3/4% Senior Subordinated Reset es due 2001 of Viacom International and 10-1/4% Senior Subordinated Notes due 2001 of Viacom International (collectively, the "Notes"). WITNESSETH: ----------- SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Notes (the "Obligations"), according to the terms of such Notes as more fully described in the Indenture, dated as of September 15, 1991, among Viacom International, as issuer, Viacom Inc. ("Viacom"), as guarantor, and The Bank of New York (the "Trustee"), as trustee, as supplemented by the First Supplemental Indenture dated as of September 15, 1991 among Viacom International, Viacom and the Trustee, and as further supplemented by the Second Supplemental Indenture dated as of March 4, 1992 among Viacom International, Viacom and the Trustee (as amended, modified or otherwise supplemented from time to time, the "Indenture"). SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of holder of the Notes with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Indenture or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture; (iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Viacom International, or a guarantor. 8 SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of Viacom International, any right to require a proceeding filed first against Viacom International, protest or notice with ect to the Notes or the indebtedness evidenced thereby and all demands whatsoever. SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the Notes to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise eof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a continuing guaranty and shall (i) remain in full force and effect until the earliest to occur of (A) the date on which the Guarantor shall consolidate with or merge into Viacom International or any success hereto, (B) the date on which Viacom International or any successor thereto shall consolidate with or merge into the Guarantor and (C) payment in full of the Obligations, (ii) be binding upon the Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by an y holder of Notes, the Trustee and their respective successors, transferees, and assigns. SECTION 6. Subordination. The payment of the Obligations under this Guarantee is hereby expressly subordinated to Senior Indebtedness (as such term is defined in the Indenture dated as of April 15, 1973 between the Guarantor (as successor to Gulf & Western Inc.) and Chemical Bank successor to Manufacturers Hanover Trust Company), as trustee, and the Indenture dated as of April 15, 1973 between the Guarantor (as successor to Gulf & Western, Inc.) and The Chase Manhattan Bank, N.A., as trustee) of the Guarantor to the same extent as the 7% Subordinated Debentures, Serie s A and B, due July 1, 2003 of the Guarantor (the "Paramount Subordinated Debentures") are subordinated to such Senior Indebtedness and this Guarantee shall rank pari passu with the Paramount Subordinated Debentures. SECTION 7. Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any holder of the Notes or the Trustee upon the insolvency, bankruptcy o organization of Viacom International or otherwise, all as though such payment had not been made. SECTION 8. Limitation of Guarantor's Liability. The Guarantor, and by its acceptance of this Guarantee each holder of Notes, hereby confirms that it is the intention of all such parties that in no event shall any obligations of the Guarantor under its Guarantee constitute a fraudu transfer or conveyance for purposes of, or result in a violation of, any United States federal or applicable United States state law. To effectuate the foregoing intention, in 9 the event that this Guarantee would, but for this sentence, constitute or result in such a transfer or violation, t hen the liability of the Guarantor under its Guarantee shall be reduced to the extent necessary to eliminate such violation under the applicable fraudulent conveyance or similar law. SECTION 9. Amendment. The Guarantor may amend this Guarantee at any time for any purpose without the consent of the Trustee or any holder of the Notes. SECTION 10. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS. IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. PARAMOUNT COMMUNICATIONS INC. By: /s/ GEORGE S. SMITH, JR. ----------------------------------- Name: George S. Smith, Jr. Title: Senior Vice President, Chief Financial Officer 10 EX-99.3 4 EXHIBIT 99.3 EXHIBIT 99.3 GUARANTEE, dated as of December 15, 1994, made by Paramount Communications Inc., a Delaware corporation (the "Guarantor"), in favor of the holders of the 8% Exchangeable Subordinated Debentures (the "Debentures") due 2006 of Viacom Inc. ("Viacom"). WITNESSETH: ----------- SECTION 1. Guarantee. The Guarantor hereby unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Debentures (the "Obligations"), according to the terms of such D tures and as more fully described in the Indenture dated as of July 1, 1994, between Viacom and Harris Trust and Savings Bank (the "Trustee"), as trustee (as amended, modified or otherwise supplemented from time to time, referred to herein as the "Indenture"). SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of holder of the Debentures with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Indenture or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any of the Indenture; (iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Viacom, or a guarantor. 11 SECTION 3. Waiver. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of Viacom, any right to require a proceeding filed first against Viacom, protest or notice with respect to the Debentures or indebtedness evidenced thereby and all demands whatsoever. SECTION 4. No Waiver; Remedies. No failure on the part of any holder of the Debentures to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exer thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 5. Continuing Guarantee; Transfer of Interest. This Guarantee is a continuing guaranty and shall (i) remain in full force and effect until the earliest to occur of (A) the date on which the Guarantor shall consolidate with or merge into Viacom or any successor thereto, (B) date on which Viacom or any successor thereto shall consolidate with or merge into the Guarantor and (C) payment in full of the Obligations, (ii) be binding upon the Guarantor, its successors and assigns, and (iii) inure to the benefit of and be enforceable by any holder of Debentures, the T rustee, and by their respective successors, transferees, and assigns. SECTION 6. Subordination. The payment of the Obligations under this Guarantee is hereby expressly subordinated to (a) the 7% Subordinated Debentures, Series A and B, due July 1, 2003 of the Guarantor (the "PCI Indebtedness") issued under the Indenture dated as of April 15, 1973 be n the Guarantor (as successor to Gulf & Western Inc.) and Chemical Bank (as successor to Manufacturers Hanover Trust Company), as trustee, and the Indenture dated as of April 15, 1973 between the Guarantor (as successor to Gulf & Western, Inc.) and The Chase Manhattan Bank, N.A., as trustee ( together, the "PCI Indenture"), (b) the Senior Indebtedness (as such term is defined in the PCI Indenture) of the Guarantor to which such PCI Indebtedness is subordinated and (c) the Senior Obligations (as such term is defined in the Indenture as if such term, and the terms referred to therei n, are applied to the Guarantor) of the Guarantor. SECTION 7. Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any holder of the Debentures or the Trustee upon the insolvency, bankrup or reorganization of Viacom or otherwise, all as though such payment had not been made. SECTION 8. Limitation of Guarantor's Liability. The Guarantor, and by its acceptance of this Guarantee each holder of Debentures, hereby confirms that it is the intention of all such parties that in no event shall any obligations of the Guarantor under its Guarantee constitute a f ulent transfer or conveyance for purposes of, or result in a violation of, any United States federal or applicable United States state law. To effectuate the foregoing intention, in 12 the event that this Guarantee would, but for this sentence, constitute or result in such a transfer or violati on, then the liability of the Guarantor under its Guarantee shall be reduced to the extent necessary to eliminate such violation under the applicable fraudulent conveyance or similar law. SECTION 9. Amendment. The Guarantor may amend this Guarantee at any time for any purpose without the consent of the Trustee or any holder of the Debentures. SECTION 10. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS. IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. PARAMOUNT COMMUNICATIONS INC. By: /s/ GEORGE S. SMITH, JR. ------------------------------------ Name: George S. Smith, Jr. Title: Senior Vice President, Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----