-----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, S+I4G2xJiu7f5ntcZOwT1Nvpi+rnfM2nB3I722/zSypk3Uxd4nmuXhwOtb5XjwXT xjDZtLeVRY3OdDc6JvZz8g== 0000947871-04-002312.txt : 20041013 0000947871-04-002312.hdr.sgml : 20041013 20041013162934 ACCESSION NUMBER: 0000947871-04-002312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041012 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIACOM INC CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09553 FILM NUMBER: 041077232 BUSINESS ADDRESS: STREET 1: 1515 BROADWAY STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2122586000 MAIL ADDRESS: STREET 1: 1515 BROADWAY STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 f8k_101204.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): October 13, 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 13, 2004, the Registrant issued a press release announcing the final 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 13, 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 13, 2004 EXHIBIT INDEX Exhibit 99.1 Press Release issued by the Registrant, dated October 13, 2004. EX-99.1 2 ex99-1_101204.txt VIACOM ANNOUNCES FINAL RESULTS Exhibit 99.1 VIACOM ANNOUNCES FINAL RESULTS OF SUCCESSFUL BLOCKBUSTER SPLIT-OFF EXCHANGE OFFER NEW YORK, October 13, 2004 - Viacom Inc. (NYSE: VIA and VIA.B) today announced the final results of its successful exchange offer for the split-off of Blockbuster Inc. (NYSE: BBI and BBI.B). The offer, which was oversubscribed, expired at 12:00 midnight, New York City time, on October 5, 2004. Under the terms of the offer, Viacom accepted 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 that Viacom owned. Each share of Viacom class A or class B common stock accepted for exchange by Viacom will be exchanged for 5.15 shares of Blockbuster common stock, consisting of 2.575 shares of Blockbuster class A common stock and 2.575 shares of Blockbuster class B common stock. Because the offer was oversubscribed, Viacom accepted tendered shares on a pro-rata basis in proportion to the number of shares tendered. Stockholders that tendered less than 100 shares of Viacom class A or class B common stock, or an odd-lot, could elect not to be subject to proration, except that stockholders that tendered odd-lots as a participant in a Viacom or Blockbuster employee benefit plan were not entitled to this preference. All shares tendered by eligible odd-lot stockholders have been accepted; 9.426777% of all other tendered shares of Viacom class A common stock and Viacom class B common stock have been accepted. Based on the final count by the exchange agent, The Bank of New York, the results of the exchange offer are as follows: Viacom Class A Viacom Class B Total Number of shares tendered 4,648,493 288,240,856 292,889,349 Number of "odd-lot" shares tendered that were not subject to pro ration 127,451 260,305 387,756 Number of Shares Accepted 553,616 27,407,549 27,961,165 Shares of Blockbuster common stock are expected to be credited to accounts of tendering stockholders by EquiServe, Blockbuster's transfer agent, on or before October 20, 2004. 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 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 # # # -----END PRIVACY-ENHANCED MESSAGE-----