SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 22, 2001
VIACOM INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9553 04-2949533
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Incorporation) Number) Identification Number)
1515 Broadway, New York, New York 10036
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(Address of principal executives offices) (Zip Code)
Registrant's telephone number, including area code: (212) 258-6000
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Item 5. Other Events.
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On June 22, 2001, Viacom Inc. ("Viacom" or, the "Registrant") and
Viacom International Inc. ("Viacom International") entered into an underwriting
agreement (the "Underwriting Agreement", a copy of which is attached hereto as
Exhibit 1.1) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon
Smith Barney Inc., on behalf of themselves and as representatives for the other
underwriters named therein (collectively, the "Underwriters").
On June 29, 2001, pursuant to the Underwriting Agreement, Viacom issued
and sold and the Underwriters purchased $335,000,000 aggregate principal amount
of Viacom's 7.25% Senior Notes due 2051 (the "Senior Notes") at an initial
public offering price of 100% of the principal amount of the Senior Notes, which
yielded aggregate proceeds to Viacom of $324,447,500, after payment of the
underwriting discount, but before payment of expenses related to the offering.
A form of the Senior Notes, including the guarantee endorsed thereon,
is attached hereto as Exhibit 4.1. The Senior Notes were (i) registered under
the Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-3 (Registration No. 333-52728) filed on December 26, 2000 and a
Registration Statement on Form S-3 (Registration No. 333-62052) filed on May 31,
2001, which Registration Statement also constitutes Post-Effective Amendment No.
1 to the Registration Statement on Form S-3 (Registration No. 333-52728), and
the amendment thereto filed on June 13, 2001, and (ii) issued under an
Indenture, dated as of June 22, 2001 (the "Indenture") among Viacom, Viacom
International, as guarantor, and The Bank of New York, as trustee (the
"Trustee"). A copy of the Indenture is attached hereto as Exhibit 4.2.
Item 7. Financial Statements and Exhibits.
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(c) The following exhibits are filed as part of this report on Form
8-K:
1.1 Underwriting Agreement, dated June 22, 2001, among Viacom and
Viacom International and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Smith Barney Inc., on behalf of
themselves and as representatives for the other Underwriters
named therein.
4.1 Form of 7.25% Senior Notes due 2051, including the form of
guarantee endorsed thereon.
4.2 Indenture, dated as of June 22, 2001, among Viacom, Viacom
International, as guarantor, and The Bank of New York, as
trustee.
SIGNATURE
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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.
Date: July 3, 2001 By: /s/ Michael D. Fricklas
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Name: Michael D. Fricklas
Title: Executive Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated June 22, 2001, among Viacom and
Viacom International and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Smith Barney Inc., on behalf of
themselves and as representatives for the other Underwriters
named therein.
4.1 Form of 7.25% Senior Notes due 2051, including the form of
guarantee endorsed thereon.
4.2 Indenture dated as of June 22, 2001 among Viacom, Viacom
International, as guarantor, and The Bank of New York, as
trustee.