-----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, nR4Y0Gi9Rl3Yuq36ioF4xGDZiqA0uMpgXGTblINVDLe3RvNQb9o8HWWrcGFBxFJO pXDiV3AvgmIYCGd+cl0Giw== 0000814135-95-000002.txt : 19950105 0000814135-95-000002.hdr.sgml : 19950105 ACCESSION NUMBER: 0000814135-95-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950103 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950103 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIACOM INTERNATIONAL INC/DE CENTRAL INDEX KEY: 0000814135 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 042980402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09554 FILM NUMBER: 95500109 BUSINESS ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2122586000 FORMER COMPANY: FORMER CONFORMED NAME: ARSENAL ACQUIRING CORP /DE/ DATE OF NAME CHANGE: 19870622 8-K 1 FORM 8-K 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 3, 1995 VIACOM INTERNATIONAL INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9554 04-2980402 - ------------------------------------------------------------------------------- (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 January 3, 1995, Paramount Communications Inc. ("Paramount") was merged with and into its parent company, Viacom International Inc. ("Viacom International"). Viacom International is the surviving company and has assumed all obligations of Paramount as of such merger. The Board of Direc tors and executive officers of Viacom International are identical to the Board and officers of Paramount. A copy of the Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware is filed as an exhibit herewith and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits 99.1 Certificate of Ownership and Merger merging Paramount Communications Inc. into Viacom International 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. VIACOM INTERNATIONAL INC. 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 Certificate of Ownership and Merger merging Paramount Communications Inc. into Viacom International Inc. 4 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATE OF OWNERSHIP AND MERGER MERGING PARAMOUNT COMMUNICATIONS INC. INTO VIACOM INTERNATIONAL INC. VIACOM INTERNATIONAL INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter this "Corporation"), DOES HEREBY CERTIFY: FIRST: That this Corporation owns all of the outstanding shares of common stock (the only outstanding class of stock) of Paramount Communications Inc., a corporation incorporated on the 18th day of April, 1967, pursuant to the General Corporation Law of the State of Delaware. SECOND: That this Corporation, by resolutions of its Board of Directors, duly adopted on the 14th day of December, 1994, determined to effect a merger of said Paramount Communications Inc. into itself (the "Merger"), and this Corporation shall be the surviving corporation. A true copy of said resolutions is annexed hereto as Exhibit A. Said resolutions have not been modified or rescinded and are in full force and effect on the date hereof. THIRD: That upon the effective date of the Merger the name of the surviving corporation shall be Viacom International Inc. FOURTH: The merger shall become effective upon the filing of this certificate with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, VIACOM INTERNATIONAL INC. has caused this certificate to be signed by Philippe P. Dauman, its Executive Vice President, General Counsel, Chief Administrative Officer and Secretary, this 3rd day of January, 1995. VIACOM INTERNATIONAL INC. By: /s/ Philippe P. Dauman ------------------------------- Philippe P. Dauman, Executive Vice President, General Counsel, Chief Administrative Officer and Secretary 5 EXHIBIT A --------- VIACOM INTERNATIONAL INC. RESOLUTIONS OF THE BOARD OF DIRECTORS ADOPTED DECEMBER 14, 1994 ------------------------------------- RESOLVED, that, pursuant to Section 253 of the General Corporation Law of the State of Delaware Paramount Communications Inc. shall be merged with and into the Corporation, on or after January 3, 1995, in accordance with the Certificate of Merger, substantially in the form attached hereto a s Exhibit I, which Certificate of Merger is hereby approved and adopted, and that the officers of the Corporation be, and each of them acting alone hereby is, authorized and directed, in the name and on behalf of the Corporation, to execute and file the Certificate of Merger with the office o f the Secretary of State of the State of Delaware; and FURTHER RESOLVED, that the officers of the Corporation be, and each of them acting alone hereby is, authorized and directed, in the name and on behalf of the Corporation, to execute and deliver any and all agreements, documents or certificates and to do or cause to be done all such further acts and things, including, without limitation, filings with the Federal Communications Commission, as such officer or officers deem necessary, appropriate or desirable in order to carry out the purposes and intents of the foregoing resolutions; and that the authority of such officer or offic ers to act under these resolutions shall be conclusively evidenced by their so acting. -----END PRIVACY-ENHANCED MESSAGE-----